
  As filed with the Securities and Exchange Commission on February 24, 2000.

                         Registration No.333-96027

                    SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                      Pre-effective Amendment No. 1

                                 FORM S-1
                         Registration Statement
                                  under
                       The Securities Act of 1933

                           USURF America, Inc.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            NEVADA                           7375               72-1346591
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL  (IRS EMPLOYER

INCORPORATION OR ORGANIZATION)  CLASSIFICATION CODE NUMBER) IDENTIFICATION
NO.)

             8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
                               (225) 922-7744
         (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
             AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

                          David M. Loflin, President
                              USURF America, Inc.
              8748 Quarters Lake Road, Baton Rouge, Louisiana 70809
                                (225) 922-7744
            (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                    INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                                  Copies to:
                               Eric Newlan, Esq.
                                NEWLAN & NEWLAN
                            819 Office Park Circle
                           Lewisville, Texas 75057

Approximate date of commencement of proposed sale to public:  As soon as
practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box:  [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration number of the
earlier effective registration statement for the same offering:  [     ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering:  [     ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:  [     ]


<PAGE>

                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                    maximum      maximum
Title of each        Amount         offering     aggregate   Amount of
class of securities  to be          price per    offering    registration
to be registered     registered(1)  unit         price       fee
-------------------  -------------  ---------    ---------   ------------
Common Stock         2,000,000      $8.6875(2)   $8.68785(2) $4,587.00(11)
$.0001 par value      shares(3)
per share            462,607        $8.6875(2)    $8.6875(2)  1,060.99(11)
                      shares(4)
                     68,810         $1.25(5)      $1.25(5)       22.71(11)
                      shares(4)
                     56,667         $1.50(6)      $1.50(6)       22.41(11)
                      shares(4)
                     60,000         $3.50(7)      $3.50(7)       55.44(11)
                      shares(4)
                     50,000         $6.00(8)      $6.00(8)       79.20(11)
                      shares(4)
                     95,000         $7.00(9)      $7.00(9)      175.56(11)
                      shares(4)
                     92,500         $8.25(10)     $8.25(10)     201.46

       Total         2,885,584                               $6,204.68
                      shares
-------------------------------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended,
this Registration Statement covers such additional indeterminate shares of
Common Stock as may be issued by reason of adjustments in the number of
shares of Common Stock pursuant to anti-dilution provisions contained in
various Common Stock Purchase Warrants. Because such additional shares of
Common Stock will, if issued, be issued for no additional consideration, no
registration fee is required.
(2)  Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the bid and
ask prices reported on the American Stock Exchange on January 25, 2000,
$8.6875 per share.
(3)  May be offered and issued by Registrant from time to time in
connection with one or more acquisitive transactions by Registrant of
securities, businesses or assets.
(4)  To be offered and sold by Selling Shareholders.
(5)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$1.25 per share.
(6)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$1.50 per share.
(7)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$3.50 per share.
(8)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$6.00 per share.
(9)  Shares issuable upon exercise of common stock purchase warrants.
Pursuant to Rule 457(g) the fee is based upon the Warrant exercise price of
$7.00 per share.
(10) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee on the basis of the average of the bid and
ask prices reported on the American Stock Exchange on February 18, 2000,
$8.25 per share.
(11) Paid previously.


Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until Registrant shall file
a  further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to Section
8(a), may determine.

<PAGE>

Information contained herein is subject to completion or amendment.  A
Registration Statement relating to these securities has been filed with the
SEC.  These securities may not be sold nor may offers to buy be accepted
prior to the time the Registration Statement becomes effective.  This
Prospectus shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.


PROSPECTUS                   SUBJECT TO COMPLETION, DATED FEBRUARY 22, 2000


                               2,885,584 Shares
                              USURF America, Inc.
                                 Common Stock
                               $.0001 par value

THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

USURF America is offering up to 2,000,000 shares of its common stock, which
we call the acquisition stock.  We will offer and issue the shares of
acquisition stock from time to time in connection with mergers,
stock-for-stock exchanges or stock-for assets acquisitions.  We intend to
search actively for compatible businesses to acquire.  When we use shares
of acquisition stock, we expect them to be valued at or near the price
being paid for our common stock in the securities market at that time.  We
may pay finder's fees in connection with the acquisition of a business by
issuing shares of acquisition stock.  We have not entered into an agreement
that requires us to issue shares of acquisition stock.  We cannot assure
you that we will ever acquire a business with the acquisition stock.

Persons other than USURF America also are offering for sale a total of
885,584 shares of our common stock, which we call the selling shareholder
stock.  555,107 of these shares have been issued by us and 330,477 of these
shares will be issued by us upon the exercise of common stock purchase
warrants.  The selling shareholder stock will be offered and sold from time
to time by the owners of this stock, who we call the selling shareholders.
USURF America will receive none of the proceeds of any sales by the selling
shareholders.

USURF America is paying nearly all of the expenses of this offering.
Normal broker fees and any applicable transfer taxes will be paid by the
selling shareholders.

USURF Amerirca's common stock is traded on the American Stock Exchange
under the symbol "UAX".  On February 22, 2000, the closing price of USURF
America's common stock was $7.875 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISK.  PLEASE SEE "RISK FACTORS",
BEGINNING ON PAGE 5, FOR AN EXPLANATION OF SOME OF THESE RISKS.

	The date of this Prospectus is _______________, 2000

<PAGE>

You should rely only on the information contained in this prospectus.  We
have not authorized anyone to provide you with information different from
that contained in this prospectus.  We are offering to sell, and seeking
offers to buy, shares of common stock only in jurisdictions where offers
and sales are permitted.  The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of our common stock.

                                TABLE OF CONTENTS

                                                               Page
SUMMARY
THE OFFERING
SUMMARY PRO FORMA FINANCIAL DATA
SUMMARY HISTORICAL FINANCIAL DATA
RISK FACTORS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
DILUTION
USE OF PROCEEDS
TRADING AND MARKET PRICES
DIVIDENDS
CAPITALIZATION
SELECTED FINANCIAL DATA
RECENT CHANGE OF INDEPENDENT AUDITOR
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS
REGULATION
RECENT DEVELOPMENTS
BUSINESS
MANAGEMENT
CERTAIN TRANSACTIONS
PRINCIPAL SHAREHOLDERS
LITIGATION
PLAN OF DISTRIBUTION
SELLING SHAREHOLDERS
DESCRIPTION OF SECURITIES
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
INDEX TO FINANCIAL STATEMENTS

                                    SUMMARY

This summary highlights information contained elsewhere in this prospectus.
 This summary may not contain all of the information that you should
consider before investing in our common stock.  You should read the entire
prospectus carefully.

Our Business

We are a full-service Internet Service Provider (ISP) with over 30,000
customers.  Today, we provide Internet access primarily by traditional
telephone line, or dial-up, connections.  We also provide Internet access
through a wireless system to a small number of customers.  Nearly all of
our dial-up customers are serviced by our CyberHighway subsidiary, which we
acquired in January 1999.

We own a proprietary wireless Internet access system, known as
"Quick-CellTM".  Our management has committed all of our resources to the
commercial exploitation of our Quick-Cell products.  We have begun a
full-scale sales and installation effort in Albuquerque, Santa Fe and Las
Vegas, New Mexico.  It is our goal to establish Quick-Cell systems in 110
U.S. cities by the end of 2000.  We believe we will be able to reach this
goal, but we may fall short of our goal, unless we obtain more operating
capital.  You should read the risk factors, beginning on page 5, before you
buy USURF America common stock.

Our Services

In addition to our dial-up and wireless Internet access services, we offer
other Internet-related services.  These other services include web hosting,
web page design and e-commerce solutions.  We also own and operate
"www.e-tail.com", an Internet site with links to many of the Internet's
most popular commercial sites.  However, we believe that any future success
of USURF America lies in the successful sales and installation of our
Quick-Cell wireless Internet products.

Our Market

We designed our Quick-Cell wireless Internet access products to permit us
to offer high-speed, high-quality Internet access at prices up to 60% below
local market prices for comparable traditional, hard-wire Internet access.
Our first full-scale sales and installation effort promotes our T-1 and DSL
(digital subscriber line) equivalent speed Internet connections.  We
believe the small and medium size business market segments present the
greatest opportunity for us to achieve rapid sales of our Quick-Cell products.

During the second calendar quarter of 2000, we plan to commit capital to
our planned national dial-up service reseller program.  Our resellers
receive monthly per-customer residuals for their sales efforts.

As our company matures, we expect to start developing our e-tail.com
e-commerce web portal.  Through e-tail.com, we will offer complete
e-commerce solutions for business.  It is estimated that the amount of
commerce conducted over the Internet will exceed $1.0 trillion by 2003.
With the coupling of our Quick-Cell wireless Internet access services and
our e-tail.com web portal, we believe we are well-positioned to capitalize
on the opportunity presented by the rapid growth of the Internet.

Our Strategy

We believe the future of the Internet is in wireless access, as customers
demand increasing bandwidth capacities at more affordable costs.

Our goal is to become the leading provider of wireless Internet access
services.  To achieve this objective, in as short a time-frame as possible,
we are actively pursuing the following strategies:

	-	Free Customer-Premises Wireless Modems.

	-	Free Installation and Set-up.

	-	Free First-Month's Wireless Internet Access Service.

We believe our ability to offer our Quick-Cell wireless Internet access for
no up-front cost provides a competitive advantage in gaining market share
in each of our local markets.

Our dial-up Internet access sales and e-tail.com services add depth to Our
product line, giving us an ability to provide Internet access options or
Internet-related services that can be useful to the vast majority of
consumers.

Our Address

USURF America was organized as a Nevada corporation in November 1996, under
the name "Media Entertainment, Inc.  In 1998, we changed our name to
"Internet Media Corporation", then to our current name in June 1999.  Our
principal office is located at 8748 Quarters Lake Road, Baton Rouge,
Louisiana 70809.  Our telephone number is (225) 922-7744; our fax number is
(225) 922-9123.  Our web site can be located at www.usurf.com.  Information
contained on our web site should not be considered a part of this prospectus.

                                  THE OFFERING

We will offer shares of the acquisition stock from time to time in the
future for the purpose of acquiring businesses.  The price per share of the
acquisition stock on any issuance will be negotiated; the consideration for
the acquisition stock will be stock or assets, not cash.  We have not
agreed to issue any of the acquisition stock.

Selling shareholders are also offering for sale their respective shares of
selling shareholder stock, as described under "Plan of Distribution" and
"Selling Shareholders", beginning on page ___.

     Common Stock offered by:
          USURF America                  2,000,000 shares
          Selling Shareholders           885,584 shares (1)

     Common Stock Outstanding Prior
      to this Offering                   12,900,477 shares

     Common Stock Outstanding After
      this Offering                      15,230,954 shares (2)

     American Stock Exchange
      Trading Symbol:                    UAX
     ___________
     (1) 555,107 of these shares are currently issued and outstanding and
will be offered and sold by the selling shareholders.  330,477 of these
shares may be purchased from USURF America upon the exercise of certain
common stock purchase warrants and thereafter offered and sold.
     (2) Assumes: (A) the issuance of all 2,000,000 shares of the
acquisition stock and (B) exercise of all 330,477 outstanding common stock
purchase warrants.

                      SUMMARY PRO FORMA FINANCIAL DATA

Set forth below is our summary unaudited pro forma condensed statements of
operations data for the year ended December 31, 1998.  This summary data
assumes that our acquisition of CyberHighway had occurred on January 1, 1998.

This summary pro forma financial information should be read in conjunction
with the consolidated financial statements appearing elsewhere in this
prospectus.

STATEMENT OF OPERATIONS DATA:
                                        Year Ended
                                         12/31/98
                                        (unaudited)

Revenues                                 $ 2,454,596
Total Operating Expenses                  10,330,847
Operating Loss                            (7,876,251)
Net Loss                                  (6,124,330)
Net Loss Per Share                           (.65)
Weighted Average Number of
    Shares Outstanding                     9,360,506

Set forth below is our summary unaudited pro forma condensed balance sheet
as of December 31, 1998.  This summary data assumes that our acquisition of
CyberHighway had occurred on December 31, 1998.

This summary pro forma financial information should be read in conjunction
with the financial statements of the Company appearing elsewhere in this
prospectus.

BALANCE SHEET DATA:
                                             As at
                                           12/31/98
                                          (unaudited)

Current Assets                            $   314,283
Total Assets                               21,772,750
Working Capital (Deficit)                    (160,161)
Current Liabilities                           474,444
Deferred Tax Liability                      5,260,690
Shareholders' Equity                       16,037,616

                     SUMMARY HISTORICAL FINANCIAL DATA

Set forth below is our summary consolidated statements of operations data
for the period from inception (December 28, 1995) through December 31,
1998, for the years ended December 31, 1996, 1997 and 1998, and for the
nine months ended September 30, 1999, and summary balance sheet data as of
December 31, 1997 and 1998, and September 30, 1999.

This summary financial information should be read in conjunction with the
consolidated financial statements appearing elsewhere in this prospectus.

STATEMENT OF OPERATIONS DATA:

               Nine                                            Cumulative

               Months                                          Since
Inception
               Ended             Year Ended December 31,       (12/28/95)

               9/30/99        1998        1997        1996     to 12/31/98

              (unaudited)   (audited)   (audited)   (audited)  (unaudited)

Revenue       $2,047,364    $    5,440   $    596    $ 3,337    $     9,373

Expenses       8,151,874     1,043,066    625,400     27,574      1,696,040

Net Loss       5,619,445     1,037,626    624,804     24,237      1,686,667

Loss per
 share          (.51)        (0.14)       (0.10)     (0.04)       (0.36)

Weighted
 Average
 Number of
 Shares
 Outstanding  11,034,764     7,361,275    6,193,678   631,622     4,715,763


BALANCE SHEET DATA:

                               As at        Year Ended December 31,
                              9/30/99         1998           1997
                            (unaudited)     (audited)     (audited)

Working Capital (Deficit)   $  (133,635)    $ (240,806)   $ (198,714)
Total Assets                 22,063,067        333,659       236,256
Total Current Liabilities       487,430        249,071       198,938
Shareholders' Equity         16,915,416         84,588        37,318

                                RISK FACTORS

This offering involves a high degree of risk.  You should consider
carefully the following risks before you decide to buy our common stock.
If any of the following risks actually occur, our business, financial
condition or results of operations could be materially and adversely
affected.  This could cause the market price of our common stock to
decline, and you could lose all or part of your investment.

                           Risks Related to Our Business

BECAUSE WE HAVE A SHORT OPERATING HISTORY, THERE IS A LIMITED AMOUNT OF
INFORMATION ABOUT US UPON WHICH YOU CAN EVALUATE OUR BUSINESS AND POTENTIAL
FOR FUTURE SUCCESS.

We were incorporated in 1996 and have only a limited operating history upon
which you can evaluate our business and prospects.  You must consider the
risks and uncertainties frequently encountered by early stage companies in
new and rapidly evolving markets, such as the market for Internet access
services.  Some of these risks and uncertainties relate to our ability to:

	-	achieve customer acceptance of our Quick-Cell wireless Internet access
products;

	-	expand our subscriber base, wireless and dial-up, and subscriber-related
revenues;

	-	compete successfully in a highly competitive market;

	-	gain access to sufficient capital with which to support anticipated growth;

	-	recruit and train qualified employees; and

	-	upgrade our network systems and infrastructure.

We cannot assure you that we will successfully address any of these risks
and uncertainties.

OUR INDEPENDENT AUDITOR EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO
CONTINUE AS A GOING CONCERN.

In its opinion on our financial statements for the year ended December 31,
1998, our independent auditor, Weaver and Tidwell, L.L.P., expressed
substantial doubt about our ability to continue as a going concern.  Please
review the Independent Auditor's Report and Note 1 to the consolidated
financial statements appearing elsewhere in this prospectus.

WE HAD AN ACCUMULATED DEFICIT OF $7,306,112 AS OF SEPTEMBER 30, 1999, AND
WE EXPECT TO CONTINUE TO INCUR LOSSES FOR THE FORESEEABLE FUTURE.

We have had substantial losses since our inception and our operating losses
may continue in the future.  As we pursue full-scale sales and installation
of our Quick-Cell wireless Internet products, we expect our operating
expenses to increase significantly, especially in the areas of sales and
marketing.  As a result of these expected cost increases, we will need to
generate increased quarterly revenues to become profitable.  Accordingly,
we cannot assure you that we will ever become or remain profitable.  If our
revenues fail to grow at anticipated rates or our operating expenses
increase without a commensurate increase in our revenues, our financial
condition will be adversely affected.  Our inability to become profitable
on a quarterly or annual basis would have a materially adverse effect on
our business and financial condition.

OUR RESULTS OF OPERATIONS MAY VARY FROM QUARTER TO QUARTER IN FUTURE
PERIODS, AND, AS A RESULT, WE MAY FAIL TO MEET THE EXPECTATIONS OF OUR
INVESTORS AND ANALYSTS, WHICH COULD CAUSE OUR STOCK PRICE TO FLUCTUATE OR
DECLINE.

Our revenues and results of operations have fluctuated in the past and
could fluctuate significantly in the future, as we follow our commitment of
resources to exploiting our Quick-Cell wireless Internet products.  A
variety of factors, many of which are beyond our control, could cause our
operating results to fluctuate.  These factors include:

	-	market acceptance of our Quick-Cell wireless Internet access products
and enhanced versions of our dial-up products and services;

	-	the rate of new Internet access subscriber acquisition;

	-	Internet access subscriber retention;

	-	changes in our pricing policies or those of our competitors;

	-	capital expenditures and other costs relating to the expansion of our
operations;

	-	the timing of new product introductions and service announcements made
by us or our competitors;

	-	personnel changes;

	-	the introduction of alternative technologies;

	-	the effect of any acquisitions made by us;

	-	increased competition in our markets; and

	-	new and/or more restrictive governmental regulations.

A significant portion of our operating expense is related to personnel
costs, marketing programs and overhead, which cannot be adjusted quickly
and are, therefore, relatively fixed in the short term.  Our operating
expense levels are based, in part, on our expectations of future revenue.
If actual revenues are below our expectations, our results of operations
and financial condition would be materially and adversely affected.

Due to all of the foregoing factors and the other risks discussed in this
prospectus, you should not rely on period-to-period comparisons of our
results of operations as an indication of future performance.  It is
possible that, in some future periods, our results of operations may be
below the expectations of public market analysts and investors.  In this
event, the market price of our common stock is likely to fall.

WE MAY NOT BE ABLE TO MAINTAIN OUR AGGRESSIVE GROWTH STRATEGY.

We have implemented a very aggressive growth strategy, as we attempt to
exploit our Quick-Cell wireless Internet products.  This strategy is
expected to place a significant strain on our managerial, operational and
financial resources.  In particular, our planned wireless Internet
expansion will require significant capital with which to purchase equipment
necessary for the construction and implementation of locations.  We may not
ever obtain needed capital.  We believe that the growth of our wireless
Internet access business will be impeded, if impeded at all, primarily by a
lack of capital, rather than by a lack of customer acceptance.

We are attempting to improve our operational systems, procedures and
controls, in order to manage our growth.  Should we fail to improve our
systems and controls, the quality and reliability of our services may
decline and levels of customer satisfaction could be harmed.

WE NEED SIGNIFICANT CAPITAL TO ACHIEVE OUR AGGRESSIVE GROWTH PLAN.

Our ability to grow will depend, in large measure, on our ability to expand
our wireless Internet access business.  This will require significant
equipment expenditures and advance expenditures and commitments for leased
telecommunications facilities and advertising.  Our operations provide a
level of funds that permits us to grow at a slow rate.  For us to grow
quickly, we must obtain significant additional capital.  We are currently
seeking an investment of approximately $10,000,000.  We cannot assure you
that we will be able to obtain needed additional capital.  Should available
sources of financing be insufficient or unavailable, we would reduce the
scope of our growth plans.

WE DEPEND HEAVILY ON OUTSIDE SUPPLIERS.

We depend on third-party suppliers of hardware components and
telecommunications carriers to provide equipment and networking services.
We obtain our wireless-Internet-related equipment from a single source, and
acquire dial-up-related hardware components used in our network system from
just a few sources, including server/processors manufactured by Intel,
modems manufactured by Lucent Technologies and U.S. Robotics and high
performance routers, which are devices that receive and transmit data
between different networks, manufactured by Cisco Systems.  We rely on a
few local telephone companies and others, such as U.S. West, Electric
Lightwave and GST, to lease data communications capacity via local
telecommunications lines and leased long-distance lines.  We currently rely
on NaviNet, Inc., ioNET, Inc., a division of PSINet, Inc., and Electric
Lightwave for a significant portion of our Internet network, as well as
Internet backbone access in most markets.

WE MAY NOT BE ABLE TO MANAGE SUCCESSFULLY OUR GROWTH, WHICH COULD ADVERSELY
AFFECT OUR BUSINESS.

As we implement our wireless Internet growth strategy, we expect to grow
rapidly for the foreseeable future, both by hiring new employees and
serving new geographic markets.  Our expected growth will place a
significant strain on our management and operating and financial systems.

Our personnel, systems, procedures and controls may be inadequate to
support our future operations.  In order to accommodate our expected
increase in size of our operations, we will need to hire, train and retain
appropriate personnel to manage our operations.  We will also need to
improve our financial and management controls, reporting systems and
operating systems.  We currently intend to reform several internal systems,
including our recruiting and management systems.  We may encounter
difficulties in developing and implementing these new systems, which could
have a materially adverse effect on our results of operations.

WE HAVE NOT YET BUILT A REDUNDANT NETWORK OPERATIONS CENTER THAT COULD HELP
AVOID SERVICE INTERRUPTIONS.

Nearly all of our computer equipment, including critical equipment
dedicated to our Internet access services, is presently located at a single
facility in Boise, Idaho, and we have not yet built a "mirror" site.  A
"mirror" site is a redundant network operations center that can process
Internet access customers, in the event the Boise network operations center
experiences service interruption.  Because we lack a mirror site, the
occurrence of a natural disaster or the failure of one or more systems at
this network operations center could cause interruptions in Internet services.

In the ISP industry, extensive or multiple interruptions in Internet
services are a primary reason for customer decisions to cancel the use of a
particular Internet access service.  Accordingly, any disruption of our
services, due to system failure, could materially and adversely affect our
business, financial condition and operating results.

OUR FUTURE SUCCESS WILL DEPEND ON OUR ABILITY TO KEEP PACE WITH THE
INTERNET'S RAPID TECHNOLOGICAL CHANGES, EVOLVING INDUSTRY STANDARDS AND
CHANGING CUSTOMER NEEDS.

The Internet access market is susceptible to rapid changes, due primarily
to technology innovations, as well as evolving industry standards, changes
in subscriber needs and frequent new service and product introductions.
New services and products based on new technologies or new industry
standards expose us to risks of equipment obsolescence.  We must use
leading technologies effectively, continue to develop our technical
expertise and enhance our existing services on a timely basis to remain
competitive in this industry.  While the development of our proprietary
wireless Internet access and other wireless technologies are expected to
aid us in our efforts to remain on the leading edge of Internet-related
technology, we cannot assure you that this will be the case.

Our ability to compete successfully in our markets also depends on the
continued compatibility of our services with products and systems utilized
and sold by various third parties.  Although we intend to support emerging
standards in the Internet access market, as well as in the enhanced
business services market, we may not be able to do so.  Our failure to do
so could cause us to lose a competitive position in our markets.

Even though our Quick-Cell wireless Internet access technology is a
leading-edge Internet access delivery system, we cannot be certain that
this technology will permit us to remain competitive in our markets.
Nevertheless, we will continue to pursue the development of faster, more
efficient Internet access technologies, though we may be unable to support
future product development costs.

OUR GROWTH PLANS DEPEND ON THE CONTINUED GROWTH AND DEVELOPMENT OF THE
INTERNET AND ITS INFRASTRUCTURE.

During the past five or so years, the use of the Internet has grown
exponentially.  Although we believe our Quick-Cell wireless Internet access
technology is positioned as a replacement for traditional, hard-wire-based
Internet access, a portion of our expected growth depends on the continued
growth of the Internet, the growth of the dial-up access market, and the
continued development of the Internet as a viable commercial medium.  If
the use of the Internet does not continue to grow or evolves in a way that
we are unable to address effectively, it is likely that our business,
financial condition and operating results would be materially and adversely
affected.

We cannot assure you that the growth of the Internet will continue or that
a sufficient number of consumers will adopt and continue to use the
Internet.  Internet usage may be inhibited for a number of reasons, including:

	-	inadequate Internet infrastructure;

	-	security concerns; and

	-	inconsistent quality of service.

We cannot assure you that the Internet infrastructure will be able to
support expected growth or that the reliability and performance of the
Internet will not decline as a result of this growth.  If widespread
outages or delays occur in the Internet network infrastructure in the
future, web usage could grow more slowly than anticipated or decline.

WE FACE RISKS ASSOCIATED WITH GOVERNMENT REGULATION OF AND LEGAL
UNCERTAINTIES SURROUNDING THE INTERNET.

All Internet-related activities have increasingly come under scrutiny by
state and federal regulators.  These regulators may, with or without
rational bases, adopt additional laws and regulations relating to content,
user privacy, pricing and copyright infringement.

Any new law of regulation pertaining to the Internet, or the application or
interpretation of existing laws, could increase our cost of doing business
or otherwise have a materially adverse effect on our business, results of
operations and financial condition.  The laws governing the Internet,
however, remain largely unsettled, even in areas where there has been some
legislative action.  It may take several years to determine whether and how
existing laws governing intellectual property, copyright, privacy,
obscenity, libel and taxation apply to the Internet.  In addition, the
growth and development of e-commerce may prompt calls for more stringent
consumer protection laws, both in the United States and overseas.

Our Quick-Cell wireless Internet access products operate in unregulated
spectra, primarily in the 2400 MHz spectrum, and we expect that this
spectrum will remain unregulated.

BREACHES IN SECURITY AND COMPUTER VIRUSES ON THE INTERNET MAY ADVERSELY
AFFECT OUR BUSINESS BY SLOWING THE GROWTH OF THE INTERNET.

The need to transmit securely confidential information, such as credit card
and other personal information, over the Internet has been a significant
barrier to e-commerce and Internet communications.  Any well-publicized
compromise of security could deter consumers and businesses from using the
Internet to conduct transactions that involve transmitting confidential
information, including purchases of goods and services.  Decreased Internet
traffic as a result of general security concerns or viruses could hurt our
results of operations.

CONSUMERS MAY NOT ACCEPT OUR QUICK-CELL WIRELESS INTERNET ACCESS PRODUCTS.

We intend to be the first wireless ISP of its kind in each of our markets.
While we expect that our wireless Internet access products will be readily
accepted by consumers, we cannot assure you that they will be accepted by
enough consumers to permit us to earn a profit.

WE FACE SEVERE COMPETITION FOR INTERNET ACCESS CUSTOMERS.

The market for Internet access services is extremely competitive and highly
fragmented.  As there are no significant barriers to entry, we expect that
competition will intensify over time.  We also believe that the primary
competitive factors determining success as an ISP are:

	-	a reputation for reliability and high-quality service;

	-	effective customer support;

	-	Internet access speed;

	-	pricing;

	-	effective marketing techniques for customer acquisition;

	-	ease of use; and

	-	scope of geographic coverage.

We believe we can, and in the future will, more effectively, compete in our
markets.  However, if we cannot compete successfully in our markets, our
operating results and financial condition would be materially and adversely
affected.

Our competitors include many large, nationally-known companies, such as
America Online, Mindspring, Earthlink and Flashnet.  These and other
companies possess greater resources, particularly access to capital
sources, market presence and brand name recognition than do we.  In
addition, we will face competition from other wireless Internet access
providers, such as Metricom.  We believe our Quick-Cell wireless Internet
access products are superior to other similar products.

WE DEPEND ON OUR KEY PERSONNEL; THE LOSS OF ANY KEY PERSONNEL COULD DISRUPT
OUR OPERATIONS, ADVERSELY AFFECT OUR BUSINESS AND RESULT IN REDUCED REVENUES.

Our future success will depend on the continued services and on the
performance of our senior management and other key employees.  In
particular, we depend on our president, David M. Loflin.  While we have
entered into an employment agreement with Mr. Loflin, the loss of his
services for any reason could seriously impair our ability to execute our
business plan, which could reduce our revenues and have a materially
adverse effect on our business and results of operations.  We have not
purchased any key-man life insurance.

OUR ABILITY TO HIRE, TRAIN AND RETAIN QUALIFIED EMPLOYEES IS CRUCIAL TO OUR
ABILITY TO GROW AND TO COMPETE EFFECTIVELY.

To succeed, we must hire, train, motivate, retain and successfully manage
employees with skills related to the Internet and its rapidly changing
technologies.  Because of the recent and rapid growth of the Internet,
professionals who have Internet expertise and can perform required
functions are, in many markets, scarce, and competition for these
individuals is intense.  We might not be able to hire persons with needed
expertise or to train, motivate, retain and successfully manage the
employees we do hire.  This could hinder our ability to compete
successfully in our markets.  While our key employees are subject to
non-competition agreements, these agreements are difficult to enforce.  As
a result, our employees may leave us for our competitors or start their own
companies in competition with us.  If we fail to attract, train and retain
key personnel, our business would be materially and adversely affected.

OUR DIRECTORS AND EXECUTIVE OFFICERS OWN ENOUGH OF OUR COMMON STOCK
EFFECTIVELY TO CONTROL DIRECTORS' ELECTIONS AND THEREBY CONTROL OUR
MANAGEMENT POLICIES.

Our directors and executive officers own approximately 47% of our common
stock.  Three of our directors, as well as two other persons, have entered
into a voting agreement relating to the voting in elections of directors.
Currently, approximately 47% of our outstanding shares of common stock are
subject to this voting agreement.  These shareholders will be able
effectively to control the outcome of corporate actions requiring
shareholder approval by majority action.  Their stock ownership may have
the effect of delaying, deferring or preventing a change in control of
USURF America.  A more complete description of this voting agreement may be
found under the heading "Certain Transactions", page ___.

WE OWE OUR PRESIDENT OVER $400,000; WE OWE OUR PRESIDENT AND ONE OF OUR
VICE PRESIDENTS BACK SALARY.

We currently owe our president, David M. Loflin, $409,926 (plus accrued
interest) for money loaned to us over the past three years.  All of the
funds loaned by Mr. Loflin are payable on demand and bear interest at 8%
per annum.  Mr. Loflin has advised us that he does not intend to demand
repayment, until we are able to make the repayment without adversely
affecting our financial condition.  We would experience a materially
adverse effect on our financial condition, should Mr. Loflin change his
intention.

Beginning in July 1999, the salaries of David M. Loflin and one of our vice
presidents, Waddell D. Loflin, began to accrue.  The salaries of Messrs.
Loflin will continue to accrue at the collective rate of approximately
$21,000 per month, until payment of their accrued salaries will not
adversely affect our financial condition.

TO EXPLOIT FULLY OUR WIRELESS INTERNET ACCESS TECHNOLOGIES AND TO REMAIN
COMPETITIVE IN THE FUTURE, WE NEED FINANCING, WHICH MAY NOT BE AVAILABLE ON
TERMS ACCEPTABLE TO US, IF AT ALL.

We are attempting to secure approximately $10,000,000 in private equity
funding for use in implementing our business plan.  Without a significant
level of funding, we will not be able to expand rapidly our wireless
Internet business.  We will also require additional funding in the future,
to sustain our anticipated growth.  We cannot assure you that we will
obtain needed funding.  Should we fail to obtain needed funding, we would
be unable to generate significant revenue growth in the near term.

OUR BUSINESS PLAN IS NOT BASED ON INDEPENDENT MARKET STUDIES.

Our plans for implementing our business strategy and achieving
profitability are based on the experience, judgment and certain assumptions
of our key management personnel, and upon other available information
concerning the communications industry.  We have not commissioned any
independent market studies concerning the extent to which customers will
utilize our services and products.  We cannot assure you that our
assumptions will prove correct.

FUTURE ACQUISITIONS OR INVESTMENTS COULD DISRUPT OUR ONGOING BUSINESS,
DISTRACT OUR MANAGEMENT AND EMPLOYEES, INCREASE OUR EXPENSES AND ADVERSELY
AFFECT OUR BUSINESS.

We anticipate that a portion of any future growth will be accomplished by
acquiring existing businesses with acquisition stock.  The success of any
acquisitions will depend upon, among other things, our ability to integrate
acquired personnel, operations, products and technologies into our
organization effectively, to retain and motivate key personnel of acquired
businesses and to retain customers of acquired firms.  We cannot assure you
that we will be able to identify suitable acquisition opportunities, obtain
any necessary financing on acceptable terms or successfully integrate
acquired personnel and operations.  These difficulties could disrupt our
ongoing business, distract our management and employees, increase our
expenses and materially and adversely affect our results of operations.
Any future acquisitions would involve certain other risks, including the
assumption of additional liabilities, potentially dilutive issuances of
equity securities and diversion of management's attention from other
business concerns.  Our issuance of acquisition stock will reduce your
ownership percentage of our common stock.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH COULD
ADVERSELY AFFECT OUR BUSINESS.

We currently rely on common law principles for the protection of our
copyrights and trademarks and trade secret laws to protect our proprietary
intellectual property rights.  We expect to file patent applications
relating to our Quick-Cell wireless Internet access products in the near
future.  We will file trademark applications relating to the "Quick-Cell"
brand name, the "US.RF Wireless Internet" brand name and the "USURF
America" brand name in the near future.  Without patent or trademark
protection, the existing trade secret and copyright laws afford us only
limited protection.  Third parties may attempt to disclose, obtain or use
our technologies.  Others may independently develop and obtain patents or
copyrights for technologies that are similar or superior to our
technologies.  If that happens, we may need to license these technologies
and we may not be able to obtain licenses on reasonable terms, if at all.

                      Risks Associated With This Offering

YOU WILL SUFFER SUBSTANTIAL DILUTION IN THE NET TANGIBLE BOOK VALUE OF THE
COMMON STOCK YOU PURCHASE.

Because we intend to issue shares of acquisition stock at market-level
prices, you will suffer substantial and immediate dilution, due to the
lower book value per share of our common stock compared to the purchase
price per share of our common stock.  We cannot predict your actual
dilution, because dilution will be different for each business acquisition,
as well as for each sale of selling shareholder stock.

THE MARKET PRICE OF OUR COMMON STOCK WILL CONTINUE TO BE VOLATILE, AND IT
MAY DROP UNEXPECTEDLY.

The market price of our common stock has fluctuated significantly in the
past and we expect this volatility to continue in the future.  Since our
common stock became listed on the American Stock Exchange in October 1999,
the trading volume has become more consistent, though periodic fluctuations
in price still occur. Nevertheless, it is possible that the market price of
our common stock could fall below the price you paid for your shares of our
common stock.

In the past, securities class action litigation has often been brought
against a company following a period of volatility in the market price of
its securities.  We may, in the future, be the target of similar
litigation.  Securities litigation could result in substantial costs and
divert management's attention and resources, which could have a material
adverse effect on our business and the market price of our common stock.

WE DO NOT EXPECT TO PAY CASH DIVIDENDS FOR THE FORESEEABLE FUTURE.

We do not anticipate the payment of cash dividends in the foreseeable
future.  Rather we intend to re-invest any profits. During 1998, we
acquired shares of common stock of three private companies.  Our board of
directors declared dividends as to all of the shares of each of these
private companies.

WE WILL NOT NEED SHAREHOLDER APPROVAL FOR ISSUANCES OF THE ACQUISITION
STOCK; OUR MANAGEMENT WILL DECIDE WHETHER TO ACQUIRE A PARTICULAR BUSINESS.

It is likely we will issue shares of the Acquisition stock without prior
approval of our shareholders.  Our management, in their sole discretion,
will determine whether a proposed business acquisition is to be completed.
We cannot assure you that our management's decisions will benefit our
business.

OUR DIRECTORS' LIABILITY FOR MONETARY DAMAGES IS LIMITED.

Our Articles of Incorporation, as amended, significantly limit the
liability of our directors to our shareholders for breaches of fiduciary or
other duties owed by them to USURF America.

THE FUTURE SALE OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK MAY NEGATIVELY
AFFECT OUR STOCK PRICE.

Substantially all outstanding shares of our common stock, including the
selling shareholder stock, are eligible for resale to the public, under the
provisions of Rule 144 of the Rules and Regulations of the SEC.  This
amount of common stock represents a significant overhang on the market for
our common stock.  If a substantial number of shares comprising this
overhang were sold in a short period of time, the market price for our
common stock could fall.

In general, under Rule 144, a person who has beneficially owned his
restricted stock for at least one year, including persons who may be deemed
"affiliates", would be entitled to sell within any three-month period a
number of shares that does not exceed the greater of 1% of the
then-outstanding shares of our common stock (approximately 129,000 shares
based on the current number of outstanding shares) or the average weekly
trading volume of trading on all national securities exchanges and/or
reported through the automated quotation system of a registered securities
association of our common stock during the four calendar weeks preceding
the filing of the Form 144 with respect to such sale.  Sales under Rule 144
are also subject to certain manner of sale provisions and notice
requirements, and to the availability of current public information about
USURF America.  However, a person who is not deemed to have been an
affiliate at any time during the 90 days preceding a sale, and who has
beneficially owned his restricted shares for at least two years, would be
entitled to sell such shares under Rule 144 without regard to certain of
the requirements described above.

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties.  Discussions containing forward-looking statements may be
found in the material set forth under "Risk Factors", "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
and "Business", as well as in the prospectus generally.  We generally use
words such as "believes", "intends", "expects", "anticipates", "plans" and
similar expressions to identify forward-looking statements. You should not
place undue reliance on these forward-looking statements.  Our actual
results could differ materially from those anticipated in the
forward-looking statements for many reasons, including the risks described
above and elsewhere in this prospectus.

Although we believe that the expectations reflected in the forward-looking
statements are reasonable, they relate only to events as of the date on
which the statements are made, and we cannot assure you that our future
results, levels of activity, performance or achievements will meet these
expectations.  Moreover, neither we nor any other person assumes
responsibility for the accuracy and completeness of the forward-looking
statements.  We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results or to changes in our expectations.

                                   DILUTION

A purchase of our common stock will result in substantial and immediate
dilution in your investment.  Dilution is the reduction of a purchaser's
investment measured by the difference between the price per share of common
stock and the net tangible book value per share following the purchase.  We
cannot predict the actual dilution you will incur when your purchase our
common stock.

                               USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of shares of
acquisition stock.  Similarly, we will not receive any of the proceeds of
sales of selling shareholder stock.  However, should all of our currently
outstanding common stock purchase warrants be exercised, we would receive
cash proceeds of $1,346,013.  We intent to apply all of these funds, if
received, to the commercial exploitation of our Quick-Cell wireless
Internet access products.

                           TRADING AND MARKET PRICES

>From 1997 through October 1999, our common stock was traded on the NASD's
OTC Bulletin Board, first under the symbol "MEME", then under the symbol
"USRF".  The table below sets forth, for the periods indicated, the high
and low bid and asked prices for our common stock, as reported by the OTCBB:

                                High       High      Low        Low
Quarter Ended:                  Bid        Ask       Bid        Ask

December 31, 1997               $.75       $.1.625   $.0625     $.21875

March 31, 1998                  $2.00      $3.00     $.03125    $.08
June 30, 1998                   $2.00      $2.0625   $.8125     $.875
September 30, 1998              $1.50      $1.625    $.75       $.84375
December 31, 1998               $5.3125    $5.50     $.50       $.53125

March 31, 1999                  $13.50     $13.75    $3.34375   $2.00
June 30, 1999                   $7.375     $5.6875   $3.5625    $3.60
September 30, 1999              $8.8125    $8.875    $3.28125   $3.4375

These prices represented quotations between dealers without adjustment for
retail mark-ups, mark-downs or commissions, and may not have necessarily
represented actual transactions.

Beginning on October 15, 1999, our common stock began to be traded on the
American Stock Exchange.  Since that date, the closing price for our common
stock has ranged from $2.75 per share to $10.375 per share.

You should note that our common stock, like many newly-traded stocks, has
experienced significant fluctuations in its price and trading volume.  We
cannot predict the future trading patterns of our common stock.

On February 22, the number of record holders of our common stock, excluding
nominees and brokers, was approximately 1,096, holding 12,900,477 shares.

                                 DIVIDENDS

We have never paid cash dividends on our common stock.  We intend to
re-invest that any future earnings for the foreseeable future.

In 1998, we acquired shares of common stock of three private companies:

	-	1,500,000 shares of New Wave Media Corp., in exchange for all of our
community-television-related assets;

	-	400,000 shares of Argo Petroleum Corporation, in exchange for 10,000
shares of our common stock; and

	-	800,000 shares of Woodcomm International, Inc., in exchange for 7,500
shares of our common stock.

Our board of directors declared dividends as to all of the shares of each
of these private companies.  None of the three dividend distributions will
occur unless and until a registration statement relating to each
distribution transaction has been declared effective by the SEC.

                                CAPITALIZATION

The following table sets forth our capitalization as of December 31, 1998,
and September 30, 1999 (unaudited).  This table should be read in
conjunction with our consolidated financial statements included elsewhere
in this prospectus.

                                         As at                As at
                                        12/31/98             9/30/99
                                                           (unaudited)

Long-Term Debt                         $         0         $ 4,660,221
Shareholders' Equity:
  Common Stock - $.0001 par value;
  100,000,000 shares authorized,
  8,497,259 and 11,692,259 shares
  issued, respectively                         850               1,166
Additional Paid-in Capital               2,874,189          24,508,377
Deficit Accumulated During
  the Development Stage                 (1,686,667)          5,247,322
Other                                   (1,102,924)          2,345,945
Shareholders' Equity                        84,588          16,915,416
Total Capitalization                        84,588          21,575,637

                          SELECTED FINANCIAL DATA

The following selected financial data have been derived from our
consolidated financial statements, which appear elsewhere in this
prospectus.  The selected financial data set forth below should be read in
conjunction with our financial statements, related notes and other
financial information included elsewhere in this prospectus.

STATEMENT OF OPERATIONS DATA - PRO FORMA

The following table sets forth the unaudited pro forma condensed statements
of operations of USURF America and assumes the acquisition of CyberHighway
occurred on January 1, 1998.  In the opinion of our management, all
adjustments necessary to present fairly these unaudited pro forma condensed
statements of operations have been made.

                              Historical
                           USURF      Cyber-     Pro Forma      Pro Forma
                          America     Highway    Adjustments    Consolidated
                          -------     -------    -----------    ------------

Revenues                  $  5,440  $2,449,156   $        -      $ 2,454,596
Expenses
  Internet access cost           -     510,036            -          510,036
Equipment cost                   -     326,488            -          326,488
Depreciation and
  amortization               4,394     138,674    6,918,262(2)     7,061,330
General and
  administrative         1,030,070   1,292,526            -        2,322,596
Selling                          -     110,397            -          110,397
Total operating expense  1,034,464   2,378,121    6,918,262       10,330,847
Operating income
  (loss)                (1,029,024)     71,035   (6,918,262)      (7,876,251)
Other income
  (expense)             (    8,602)      6,960            -       (    1,642)
Income (loss) before
  taxes                 (1,037,626)     77,995   (6,918,262)      (7,877,893)
Income tax benefit               -           -   (1,753,563)(3)   (1,753,563)
Net income (loss)       (1,037,626)     77,995   (5,164,699)      (6,124,330)
Net income (loss) per
  share                   ($0.14)       $31.51                      ($0.84)
Weighted average number
  of shares outstanding  7,360,506       2,475                      9,360,506

STATEMENT OF OPERATIONS DATA - HISTORICAL:

                                                                  Cumulative
                    Nine                                          Since
                    Months                                        Inception
                    Ended           Year Ended December 31,
(12/28/95)
                   9/30/99        1998       1997       1996      to
12/31/98
                 (unaudited)   (audited)   (audited)   (audited)  (unaudited)
                 -----------   ---------   ---------   ---------  -----------

Revenue          $2,047,364    $5,440      $596        $3,337     $9,373
Expenses          8,151,874     1,043,066   625,400     27,574
1,696,040
Net Loss          5,619,445     1,037,626   624,804     24,237
1,686,667
Loss per share      (.51)        (0.14)      (0.10)     (0.04)      (0.36)

Weighted Average
 Number of Shares
 Outstanding      11,034,764    7,361,275   6,193,678    631,622
4,715,763

BALANCE SHEET DATA - PRO FORMA:

The following table sets forth the unaudited pro forma condensed balance
sheets of USURF America and CyberHighway, as if the acquisition of
CyberHighway occurred on December 31, 1998:

                              Historical
                           USURF      Cyber-     Pro Forma      Pro Forma
                          America     Highway    Adjustments    Consolidated
                          -------     -------    -----------    ------------

Current assets            $   8,265   $306,018   $        -     $   314,283
Property and equip-
  ment, net                 247,267    408,558      (72,692)(1)     583,133
Other assets                    170     13,480            -          13,650
Intangibles                  34,207          -   20,827,477(1)   20,861,684
Total assets                289,909    728,056   20,754,785      21,772,750
Current liabilities         191,552    282,892            -         474,444
Deferred tax liability            -          -    5,260,690(1)    5,260,690
Stockholders' equity         98,357    445,164   15,494,095(1)   16,037,616
Total liabilities and
  stockholders' equity      289,909    728,056   20,754,785      21,772,750

BALANCE SHEET DATA - HISTORICAL:

                                   As at         Year Ended December 31,
                                  9/30/99         1998          1997
                                (unaudited)     (audited)     (audited)

Working Capital (Deficit)       $  (133,635)    $(240,806)    $(198,714)
Total Assets                     22,063,067       333,659       236,256
Total Current Liabilities           487,430       249,071       198,938
Shareholders' Equity             16,915,416        84,588        37,318
____________
(1)  To record the net assets purchased in connection with the CyberHighway
acquisition and the amount attributable to cost in excess of net assets
acquired based upon total purchase price of $15,940,000.
(2) Depreciation and amortization expense on acquired customer base,
goodwill and property and equipment have been computed by amortizing them
over their useful lives of 3 years.
(3)  To record the income tax benefit based on temporary differences
related to acquired customer base and property and equipment.

                   RECENT CHANGE OF INDEPENDENT AUDITOR

On January 11, 2000, we dismissed Weaver and Tidwell, L.L.P. as our
independent auditor.  At the time of the dismissal, there was no
disagreement with respect to any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure.
On January 24, 2000, we engaged Postlethwaite & Netterville as our new
independent auditor, which firm will audit our financial statements for the
year ended December 31, 1999.  The audit committee of our board of
directors recommended this change in auditors and the full board approved
the change.  Our Current Report on Form 8-K, filed with the SEC on January
25, 2000, wherein the change in independent auditor is reported, is
incorporated herein by this reference.

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

Background

In July 1999, we changed our name to "USURF America, Inc.", from "Internet
Media Corporation".  We were incorporated on November 1, 1996, under the
name "Media Entertainment, Inc.", to act as a holding company in the
wireless cable and community (low power) television industries.  Our
initial capitalization transaction included the purchase of Winter
Entertainment, Inc. and Missouri Cable TV Corp.  Due to current market
conditions in the wireless cable industry, we have abandoned our efforts to
develop these wireless cable properties.  In furtherance of our plan to
focus on the exploitation of our Quick-Cell wireless Internet access
products and expansion of our other Internet services, we assigned all of
our community (low power) television properties to New Wave Media Corp., in
exchange for 1,500,000 shares of New Wave common stock.  Our board of
directors has declared a dividend with respect to all 1,500,000 New Wave
shares.

In September 1998, we acquired the assets and going business of Desert Rain
Internet Services, a Santa Fe, New Mexico-based ISP, for $25,000 in cash.

In June 1999, we acquired Santa Fe Trail Internet Plus, Inc., another Santa
Fe, New Mexico-based ISP, for 100,000 shares of our common stock.  The
acquisition of Santa Fe Trail is reflected in the discussion below, with
Santa Fe Trail's operating results from the date of its acquisition, June
2, 1999, through September 30, 1999, being included in this discussion.

In August 1999, we acquired the going business known as www.usurf.com, for
150,000 shares of our common stock.  The acquisition of usurf.com is
reflected in the discussion below, with usurf.com's operating results from
the date of its acquisition, August 14, 1999, through September 30, 1999,
being included in this discussion.

In August 1999, we acquired Premier Internet Services, Inc., an Idaho-based
ISP, for 127,000 shares of our common stock. The acquisition of Premier
Internet Services is reflected in the discussion below, with Premier
Internet Service's operating results from the date of its acquisition,
August 30, 1999, through September 30, 1999, being included in this
discussion.

In August 1999, we acquired Net 1, Inc., an Alabama-based ISP, for 250,000
shares of our common stock.  Because we have tendered the stock of Net 1
for rescission of the acquisition transaction, none of the operating data
or balance sheet data associated with Net 1 is presented in this
discussion.  We are involved in arbitration of our demand for rescission.
Although we believe we will be successful in this arbitration, we cannot
predict its outcome.  A discussion of this arbitration proceeding appears
under the heading "Litigation", page ___.

On January 29, 1999, we acquired CyberHighway, Inc., a Boise, Idaho-based
ISP for 2,000,000 shares of our Common Stock.  The results of operations
discussed below include the operations of CyberHighway from January 29,
1999, through September 30, 1999.

The acquisition of CyberHighway fundamentally altered our outlook.  Prior
to this acquisition, jour growth plan called for either (1) the acquisition
of small, local ISPs located in certain key cities, then essentially
"plugging-in" our Quick-Cell wireless Internet access system into the
acquired ISP's network system and marketing the Quick-Cell system or (2)
the establishment of strategic relationships by licensing local ISPs in
certain key cities to exploit our Quick-Cell wireless Internet access
products.  This growth strategy, while proving effective, proved also to be
slow and relatively expensive.

With the acquisition of CyberHighway, not only did we acquire approximately
27,000 dial-up customers and a state-of-the-art network operations center,
we also gained immediate access to customers in over 230 markets in which a
CyberHighway-owned or affiliate-ISP provides Internet services.

Because USURF America, Winter Entertainment and Missouri Cable TV were
combined in a reorganization of entities under common control, the
presentation contained in our consolidated financial statements have been
prepared in a manner similar to the pooling-of-interests method.  The
acquisitions of CyberHighway, Desert Rain Internet Services, Santa Fe
Trail, usurf.com and Premier Internet Services were accounted for as
purchases, not as pooling of interests.  Reference is made to the notes to
our consolidated financial statements appearing elsewhere in this
prospectus.  The following discussion reflects this financial statement
presentation.

Recent Restructuring

In July 1999, sweeping changes were made to the management of CyberHighway.
 These changes included completely replacing the board of directors and
officers of CyberHighway, as well as a significant workforce reduction.
Additional personnel reductions have been made.  Certain business
functions, including customer support services, have been moved from the
Boise network operations center to our Santa Fe, New Mexico,
point-of-presence.  The changes in the management of CyberHighway were made
due to differing managerial philosophies.  Under the prior management,
CyberHighway had, during May 1999, begun to sustain operating losses,
primarily due to the addition of numerous salaried salespersons, who failed
to produce sales revenues.  The new management of CyberHighway instituted
the restructuring and personnel reductions as the only means by which it
could return CyberHighway to a positive cash flow position.  In September
1999, CyberHighway's cash flow returned to a positive status, in line with
its 1998 cash flow results.

Present Business Focus

In October 1999, our management determined to commit, for the foreseeable
future, all available capital to the commercial exploitation of our
Quick-Cell wireless Internet access products.  We intend to continue to
pursue acquisitions of ISPs, as well as the acquisition of businesses
complimentary to our core Internet access business.

Acquisitions After September 30, 1999

Since September 30, 1999, we have completed three acquisitions:

	-	in November 1999, we acquired the customer base of Cyber Mountain, Inc.,
a Denver, Colorado-based ISP, for 25,000 shares of our common stock;

	-	in December 1999, we acquired a portion of the ISP-related equipment and
customer base of CyberHighway of North Georgia, Inc., a Demorest,
Georgia-based ISP, for 53,000 shares of our common stock;

	-	in February 2000, we acquired The Spinning Wheel, Inc., an Idaho-based
ISP, for 81,063 shares of our common stock; and

	-	in February 2000, we acquired Internet Innovations, L.L.C., a Baton
Rouge, Louisiana-based web design firm, for 50,000 shares of our common stock.

None of these acquisitions is reflected in this discussion.

Settlement Agreement

On November 30, 1999, we entered into a settlement agreement and mutual
release, which settled certain legal proceedings in which USURF America and
CyberHighway had been involved.  The parties to the settlement agreement
were: USURF America, CyberHighway, Julius W. Basham, II, our former chief
operating officer and a current director, William Kim Stimpson and David W.
Brown.  Messrs. Stimpson and Brown are former employees of CyberHighway.

Pursuant to this settlement agreement, certain legal proceedings were
settled in full and we delivered to Messrs. Basham, Stimpson and Brown a
total of 340,000 shares of our common stock.  We are paying the total sum
of $43,325 for reimbursement of attorneys' fees paid by Messrs. Basham,
Stimpson and Brown

The 340,000 shares issued to Messrs. Basham, Stimpson and Brown were valued
at $2.6875 per share, or $913,750, in the aggregate.  The price per share
assigned to the issued shares was the closing price of our common stock, as
reported by the American Stock Exchange, on November 30, 1999.  The $43,325
being paid as reimbursement of attorneys' fees all will be expensed in the
year ended December 31, 1999.  With respect to the 340,000 shares, we will
suffer a charge against earnings in the amount of $913,750, or
approximately $.07 per share, which amount will be recognized in the year
ended December 31, 1999.  The total charge against earnings in 1999
resulting from the settlement agreement is expected to be $957,075.

Results of Operations

  Subsequent to September 30, 1999.

In December 1999, our president, David M. Loflin, loaned us $200,000 on
open account.  This loan bears interest at 8% per annum year and is payable
on demand.  Mr. Loflin has advised us that he does not intend to demand
payment of this loan, until its repayment would not adversely affect our
financial position.  Approximately 50% of the $200,000 was used to purchase
a portion of the equipment needed to expand the capacity of our Boise
network operations center to handle up to 150,000 customers.  The remainder
of the funds were used for operating expenses and for working capital.

  Nine Months Ended September 30, 1999, versus Nine Months Ended September 30,
1998.

  General.

During the nine months ended September 30, 1998 (Interim 98), we had
nominal revenues.  During the nine months ended September 30, 1999 (Interim
99), we had revenues of $2,047,364 (unaudited).  This increase in revenues
is primarily attributable to the acquisition of CyberHighway.  As discussed
above, during Interim 98, we ceased, for the foreseeable future, activities
in the wireless cable segment, in addition to disposing of all
community-television-related assets.

For Interim 99, we suffered a net loss of $5,619,445 (unaudited) compared
to a net loss of $847,083 (unaudited) for Interim 98.  Our net loss for
Interim 98 is attributable in large measure to the issuance of shares of
our common stock pursuant to various consulting agreements, as well as the
payment of accounts payable.  During Interim 99, however, our net loss is
attributable in large measure to the amortization and depreciation of
acquired customer bases and goodwill ($5,433,339 [unaudited]), while
$1,212,366 (unaudited) in professional fees, substantially all of which is
attributable to stock issuances under various consulting agreements, and
$979,291 (unaudited) in salary and commissions was expensed.  During the
last quarter of the year ended December 31, 1999 (Fiscal 99), we expensed
approximately $670,000 of amortization of acquired customer bases and
goodwill per month and approximately $120,000 each month, due to stock
issuances under various consulting agreements.  During Interim 99, we
issued 500,000 shares of common stock under a consulting agreement.  These
shares were valued at $4.00 per share, or $2,000,000, in the aggregate.
Approximately $33,000 will be expensed each month during the five-year term
of this consulting agreement.

Since September 30, 1999, we have issued a total of 66,000 shares to three
consultants.  All of the shares were valued at $3.25 per share.  These
consulting agreements are short-term in nature, two being for a period of
four months and one being for a period of six months.  The values of these
consulting agreements will be expensed in equal monthly amounts over their
respective terms.

For the last quarter of Fiscal 99, we experienced a loss in line with the
loss sustained for Interim 99, while cash flow from operations remained at
levels similar to prior periods.

  Internet Segment.

During Interim 98, this segment generated no material revenues and operated
at a small loss.  During Interim 99, this segment generated all of our
revenues and is expected to do so for the foreseeable future.

  Community Television and Wireless Cable Segments.

As described above, effective July 1, 1999, we assigned all of our
community television properties to New Wave Media Corp.   For Interim 98
and Interim 99, the wireless cable segment had no activity.  As described
above, we have ceased, for the foreseeable future, all wireless cable
activities.

  Year Ended December 31, 1998, versus Year Ended December 31, 1997.

  General.

During the year ended December 31, 1997 (Fiscal 97), substantially all of
our revenues were generated by the community television segment.  During
the year ended December 31, 1998 (Fiscal 98), substantially all of our
revenues were generated by the Internet segment.

For Fiscal 98, we suffered a net loss of $1,037,626 compared to a net loss
of $624,804 for Fiscal 97.  The net loss for each period is attributable in
large measure to the issuance of shares of our common stock pursuant to
various consulting agreements.  During Fiscal 98, a total of 1,655,759
shares were issued to consultants; these shares have been valued for
financial accounting purposes at $1,556,900, in the aggregate.  During
Fiscal 98, $311,889 was expensed due to Fiscal 97 consulting agreements and
$765,865 of the $1,556,900 Fiscal 98 consulting agreements was expensed.
During Fiscal 97, a total of 404,000 shares were issued to consultants;
these shares have been valued for financial accounting purposes at
$750,000, in the aggregate.  During Fiscal 97, $438,111 of such $750,000
was expensed.  During Fiscal 99, we have expensed approximately $92,000
each month, due to the Fiscal 98 consulting agreements.  Also, in March
1998, we issued a total of 80,000 shares of common stock to certain of our
directors.  Our board of directors valued these shares at $.80 per share.
However, for financial reporting purposes, these shares were valued at $.56
per share, which was the last closing bid price for our common stock.

  Internet Segment.

The Internet segment came into existence during Fiscal 97.  During Fiscal
97, the Internet segment did not generate any revenues and incurred a net
loss of approximately $9,200 for the period.  During Fiscal 98, this
segment began to generate material revenues, following the acquisition of
Desert Rain Internet Services, in September 1998. For all of Fiscal 98,
this segment operated at a small loss.  For all of Fiscal 99, the Internet
segment operated at a modest loss due to one-time costs associated with the
corporate restructuring at CyberHighway, beginning in July 1999, including
attorneys' fees.

  CyberHighway Discussion.

For its fiscal years ended January 31, 1999, 1998 and 1997, CyberHighway
had total revenues (audited) of $2,449,156, $2,058,501 and $1,047,515,
respectively.  CyberHighway had after tax profits (audited) of $77,995 for
Fiscal 99 and $22,254 for Fiscal 98, while it incurred a net loss of
$261,066 for Fiscal 97.

  Pro Forma Company/CyberHighway Discussion.

Assuming that the CyberHighway acquisition had occurred on January 1, 1998,
USURF America would have had, on a pro forma basis for Fiscal 98, total
revenues of $2,454,596 (unaudited) and a net loss of $6,124,330
(unaudited). This loss is primarily attributable to the amortization of the
acquired customer base of CyberHighway.  See the Notes to our financial
statements included elsewhere in this prospectus.

  Community Television Segment.

For Fiscal 97, our only revenues were derived from the operations of our
community television station in Baton Rouge, Louisiana, call sign: K13VE,
Channel 13.  For Fiscal 97, the community television segment had revenues
of approximately $600 and a net loss of approximately $2,700.  During
Fiscal 98, this segment had no material revenues and suffered a nominal
loss from operations.  As described above, effective July 1, 1999, we
assigned all of our community television properties to New Wave Media Corp.

  Wireless Cable Segment.

For Fiscal 97 and Fiscal 98, the wireless cable segment had no operating
activity.  As described above, we have ceased, for the foreseeable future,
our wireless cable activities.

Liquidity and Capital Resources

  September 30, 1999.

>From our inception (November 1996) through June 1998, we required little
capital with which to operate and had, throughout this period of time, a
significant working capital deficit.  In June 1998, we received the first
of a total of $340,000 in a private offering of its securities.  The
success of this offering drastically improved our financial condition.

At September 30, 1999, our working capital deficit was $191,363 (unaudited)
compared to a working capital deficit of $240,806 at December 31, 1998.
This improvement in our liquidity position is attributable to our receipt
of funds from private sales of equity securities, during Interim 99:

	-	in January 1999, we received $270,000 from the sale of securities;

	-	in May 1999, we received$105,000 from the sale of securities;

	-	in June 1999, we received$310,000 from the exercise of certain common
stock purchase warrants; and

	-	in August 1999, we received $27,321 from the exercise of certain common
stock purchase warrants.

Given the recent personnel reductions and other restructuring at
CyberHighway, currently, we are relatively liquid.  However, as discussed
below, we lack the capital necessary to exploit, on a full-scale basis, our
Quick-Cell wireless Internet access products.  However, we continue to seek
up to $10,000,000 for this purpose.

Our only long-term liability, a deferred tax liability item of $4,352,451
(unaudited), arose upon the acquisition of CyberHighway.  It is possible
that similar liability items may be added to our balance sheet, upon future
acquisitions, although we cannot make any prediction in this regard.

>From inception through September 30, 1999, our president, David M. Loflin,
has loaned us a total of approximately $249,000.  These funds were used
primarily for operating expenses. $40,000 of these loans have been repaid.

During the three months ended September 30, 1999, Mr. Loflin loaned us a
total of $62,000.  These funds were used primarily for one-time-only
expenses associated with the restructuring of CyberHighway, including legal
fees.

In December 1999, Mr. Loflin loan us an additional $200,000.  These funds
are being used primarily for use in the roll-out of our Quick-Cell wireless
Internet access products, particularly in Santa Fe, New Mexico, and for
working capital.  Currently, we owe Mr. Loflin a total of $$409,926, plus
accrued interest.  The loans from Mr. Loflin bear interest at 8% per annum
and are payable on demand.  We do not currently have funds available to
repay any of the loans from Mr. Loflin.  Mr. Loflin has advised us that he
does not intend to make further demand for repayment of these loans for the
foreseeable future.  Nevertheless, should Mr. Loflin make a demand for
repayment, we could be unable to satisfy his demand, which would have a
materially adverse affect on our financial condition and results of
operations.

We suffered an extreme lack of liquidity, and attendant working capital
deficit, until June 1998, when we received the first of a total of $340,000
in a private offering of our securities.  With this infusion of funds, we
were able to bring our accounts current and to proceed with the acquisition
of Desert Rain Internet Services, which was acquired for $25,000 in cash.
Until the acquisition of CyberHighway in January 1999, we were unable to
accumulate working capital through operations; rather, the funds received
in the June 1998 private offering provided working capital for the last
half of Fiscal 98.

Just prior to the acquisition of CyberHighway, in January 1999, we
received$270,000 in a private offering of securities.  This infusion of
funds allowed us again to bring our accounts current and to purchase
equipment.

In May 1999, we received $105,000 in a private offering of securities.
These funds were applied to operating expenses and the purchase of equipment.

In June 1999, we received $310,000 from the exercise of certain common
stock purchase warrants.  Approximately 40% of the funds received from the
exercise of these warrants was used for working capital and the balance of
these funds was used to purchase needed Quick-Cell wireless Internet
equipment and other Internet-related equipment.

In August 1999, we received $27,321 from the exercise of certain common
stock purchase warrants.  These funds were used for working capital.

Subsequent to September 30, 1999, the Company obtained $150,000 in a
private offering of its securities.  In such offering, 50,000 units of
securities were sold for $3.00 per unit, each unit consisting of one share
of Common Stock and one warrant to purchase one share of Common Stock at an
exercise price of $6.00 per share.  Such funds were used for operating
expenses and for the purchase of equipment.

Even with the recent influx of cash, we continue to seek capital with which
to implement, on a full-scale basis, the commercial exploitation of our
Quick-Cell wireless Internet access products.  Without additional capital,
our expected growth will be significantly impeded.  We are seeking
$10,000,000 for use in our Quick-Cell growth plan.

We expect that, prior to the end of the first half of 2000, certain common
stock purchase warrants, representing an additional approximately
$1,300,000, will be exercised.  However, we cannot assure you that these
warrants will be exercised or, if exercised, the timing of their exercise.

  Commitment to Wireless Internet Business.

In October 1999, our management determined to apply, for the foreseeable
future, all available capital to the exploitation of our Quick-Cell
wireless Internet access products.  However, we cannot assure you that we
will obtain sufficient capital with which to implement fully our growth plan.

  Growth Strategy; Proposed Acquisitions.

During the past year, as we refined our growth strategy, we have determined
that, as a purveyor of Internet access, for us to achieve the greatest
growth and economies of scale, it is necessary for us to offer traditional
dial-up Internet access and our Quick-Cell wireless Internet access
products.  Thus, to reach more Internet users, we will continue to provide
high quality dial-up Internet access service as we continue to deploy our
Quick-Cell wireless Internet access products.

We will also seek acquisitions of businesses that complement our core
business.  We have not agreed to any acquisition of this nature, and we
cannot assure you that we will ever acquire another business.

  Quick-Cell Wireless Internet Strategy.

We are attempting to implement a plan designed to establish our Quick-Cell
wireless Internet access products in 110 U.S. cities by the end of 2000. We
have reached an tentative agreement with US West that would provide us with
an extremely cost-effective connection to the Internet in our chosen
markets, into which our Quick-Cell wireless Internet access systems would
connect.  We lack the capital needed to implement completely our growth
plan and we cannot assure you that we will be successful in obtaining any
capital.

  USURF America National Reseller Program.

With recently secured local dial-up Internet access agreements with
national backbone providers, we have launched our "USURF America"
high-quality dial-up Internet access service.  The marketing of its dial-up
access service is being accomplished by resellers, through our national
reseller program.  The resellers of our dial-up Internet access services
receive continuing commissions for customers obtained through their
efforts.  Due to unexpected delays in the national launch of this national
reseller program, we expect its National Reseller Program to begin to yield
meaningful subscriber growth toward the end of the second quarter of 2000.
We cannot assure you that our efforts to expand our customer base will be
successful.

  Wireless Internet Joint Venture - Monroe, Louisiana.

During the second quarter of 1998, we entered into a joint venture
agreement to implement our wireless Internet access system in Monroe,
Louisiana.  Because of internal problems with our joint venture partner, no
joint venture operations have commenced.  We intend to take over the joint
venture operations sometime in the near future.  However, we have not
established a time frame for this action.

  Community Television Stations.

In furtherance of our plan to focus on the exploitation of our Quick-Cell
wireless Internet access products, we assigned all of our community (low
power) television properties to New Wave Media Corp., in exchange for
1,500,000 shares of New Wave common stock.  Our board of directors declared
a dividend with respect to all 1,500,000 New Wave shares.

  Cash Flows from Operating Activities.

During Interim 99, our operating activities used cash of $425,815
(unaudited).  The use of cash in the current period is primarily due to our
net loss of $5,619,445 (unaudited), primarily resulting from depreciation
and amortization of $5,433,339 (unaudited).  We also recognized non-cash
consulting fees of $1,125,1773 (unaudited) on stock issued for services.
We also suffered deferred income taxes associated with our acquisition of
CyberHighway of $1,183,920 (unaudited).

During Interim 98, our operations used cash of $341,484 (unaudited).  The
use of cash in this period was primarily due to our net loss of $847,083
(unaudited), which includes non-cash consulting fees of $553,874
(unaudited) on stock issued for services.

We recognized approximately $140,000 for consulting services performed for
stock each month during the last quarter of Fiscal 99.  We expect that our
operations will provide a modest of amount of cash during the first half of
2000, though not at levels that would offset the recognition of non-cash
consulting fees.  We cannot predict that actual cash that will be provided
by our operations.

  Cash Flows from Investing Activities.

Our investing activities during Interim 99 used cash of $221,887
(unaudited), all of which is attributable to capital expenditures of
$423,295 (unaudited), which is offset by cash acquired in acquisitions of
$186,318 (unaudited) and proceeds from the disposal of fixed assets of
$15,090 (unaudited).

Our investing activities during Interim 98 used $30,000 (unaudited),
$25,000 of which was used to acquire Desert Rain Internet Services and
$5,000 of which was for the purchase of equipment.  Although significant
purchases of equipment are expected to be made by the Company during the
first half of 2000, our management is unable to predict the level of such
equipment purchases, due to their inability to predict levels of available
capital for such use.  We do not expect that investing activities will
provide cash during the first half of 2000.

  Cash Flows from Financing Activities.

Our financing activities provided cash of $727,926 (unaudited) in cash
during Interim 99, compared to Interim 98 when financing activities
provided $348,941 (unaudited) in cash.  In the current period, the sale of
equity securities for $732,321 (unaudited) in cash provided the great
majority of the cash provided by our financing activities, while $62,000 in
cash was derived from shareholder loans.   Nearly all of the cash during
the prior period was the result of sales of our common stock in a private
offering.  We continue to seek additional capital with which to pursue our
business objectives.  However, we cannot predict the level of cash that
will be available to us, nor can we assure you that any cash will be
provided by financing activities in the future.

  December 31, 1998.

>From our inception (November 1996) through June 1998, we required little
capital with which to operate and had, throughout this period of time, a
significant working capital deficit.

In June 1998, we received the first of a total of $340,000 in a private
offering securities, which drastically improved our financial condition.
At December 31, 1998, we had a working capital deficit of $240,806 compared
to a working capital deficit of $198,714 at December 31, 1997.  Since
inception, our president, David M. Loflin, has loaned us a total of
$449,926.  These funds have been used for operating expenses and for the
purchase of equipment.  We have repaid $40,000 of these loans.  Mr.
Loflin's loans bear interest at 8% per annum and are payable on demand.  We
do not currently possess funds necessary to repay Mr. Loflin.  Mr. Loflin
has advised us that he does not intend to make further demand for repayment
for the foreseeable future.  Nevertheless, should Mr. Loflin make a demand
for repayment, we could be unable to satisfy his demand, which would have a
materially adverse affect on our financial condition and results of
operations.

  CyberHighway Discussion.

During the last fiscal year of CyberHighway, it operated from a position of
liquidity.  CyberHighway's liquidity at January 31, 1999, is a result of
profitable operations for the 18 months preceding that time.  At January
31, 1999, CyberHighway had working capital of $25,992, a figure that
periodically moved upward, depending on the timing of receipt of accounts
receivable.  CyberHighway had a working capital deficit of $72,553 at
January 31, 1998.

After January 31, 1999, CyberHighway began to operate at a small, but
increasing loss, until our board of directors changed management of
CyberHighway, in July 1999.  In September 1999, the operations of
CyberHighway showed results in line with historical results.  A 30%
reduction in work force is the primary reason for CyberHighway's quick
turn-around, and further personnel reductions are expected to be made.

  Pro Forma Company/CyberHighway Discussion.

Assuming that the CyberHighway acquisition had occurred on January 1, 1998,
USURF America would have had, on a pro forma basis, a working capital
deficit of $217,680 (unaudited), total assets of $21,816,500 (unaudited),
total liabilities of $5,792,653 (unaudited) and shareholders' equity of
$16,023,847 (unaudited).  See the Notes to our financial statements
included elsewhere in this prospectus.

  Cash Flows from Operating Activities.

During Fiscal 98, our operations used $305,999 in cash compared to cash
used of $112,120 during Fiscal 97.  The use of cash in operations is a
result of the lack of revenues compared to the operating expenses, and the
increased use of cash during Fiscal 98 reflects our increased activities
compared to the prior period.

  Cash Flows from Investing Activities.

During Fiscal 98, our investing activities used cash of $49,702 compared to
$19,964 in Fiscal 97.  During Fiscal 97, cash used by investing activities
was for the acquisition of licenses and equipment, while cash used in
investing activities during Fiscal 98 was for the acquisition of equipment
and Desert Rain Internet Services.  Investing activities did not provide
any cash during Fiscal 99.

  Cash Flows from Financing Activities.

For Fiscal 98, our financing activities provided $362,933 in cash, $30,133
of which is attributable to loans from our president and $332,800 of which
is attributable to the private sale of securities.  During Fiscal 97, our
financing activities provided $117,582, $66,282 through loans from our
president and $50,000 from the private sale of shares of our common stock.
During Fiscal 99, financing activities (sales of equity securities)
provided substantially all of our cash.

  Non-Cash Investing and Financing Activities.

During Fiscal 98, non-cash investing and financing activities included the
issuance of 1,655,759 shares of our common stock issued for consulting and
legal services to be performed, valued at $1,556,900.  During Fiscal 97,
non-cash investing and financing activities included the issuance of
404,000 shares of common stock issued for consulting and legal services to
be performed, valued at $750,000.

In January 2000, we issued a total of 160,000 shares of our common stock
for consulting and legal services to be performed, valued at $480,000.  We
cannot predict our future non-cash investing and financing activities.

  CyberHighway Discussion.

For fiscal years ended January 31, 1999 and 1998, CyberHighway's operating
activities provided $266,246 and $89,993 in cash, respectively.  In Fiscal
98, net income ($77,995), depreciation and amortization ($138,674) and a
change in accounts payable ($81,829) comprised most of the cash provided by
the operating activities of CyberHighway.  In Fiscal 97, net income
($22,254) and depreciation and amortization ($115,784) comprised most of
the cash provided by the operating activities of CyberHighway.

For fiscal years ended January 31, 1999 and 1998, CyberHighway's investing
activities used $198,072 and $125,069 in cash, respectively.  During both
periods, cash was used for capital expenditures.

For fiscal years ended January 31, 1999 and 1998, CyberHighway's financing
activities provided $52,366 and $18,604 in cash, respectively.  For Fiscal
98, proceeds from stock subscriptions receivable comprised all of the cash
provided by the financing activities of CyberHighway.  For Fiscal 97,
proceeds from sales of common stock comprised all of the cash provided by
the financing activities of CyberHighway.

Management's Plans Relating to Future Liquidity

With the recent $200,000 loan from our president, the restructuring of
CyberHighway, the receipt of $395,000 under private offerings during
Interim 99, the receipt of $337,321 from the exercise of warrants, and the
receipt of $150,000 under a private offering in November 1999, we currently
are relatively liquid and current operations will be sufficient to maintain
our liquidity.  Also, we expects that, prior to the end of the first half
of 2000, warrants representing an additional approximately $1,300,000 will
be exercised.  We cannot assure you that any of these warrants will ever be
exercised.

However, our current operations will not be sufficient, on their own, to
provide expansion capital with which we would be able to pursue our growth
strategy on a full-scale basis.  We continue to seek $10,000,000 with which
to implement our growth strategy.  We cannot assure you that we will ever
secure capital necessary for our growth strategy to be implemented.

Capital Expenditures

For all of 2000, we expect to apply substantially all of our available
capital to (1) the purchase of Quick-Cell wireless Internet equipment and
the construction of local Quick-Cell wireless Internet access systems
and/or (2) the acquisition of one or more existing ISPs or other businesses
that compliment our core business.  We are seeking $10,000,000 with which
to implement our growth strategy.

Year 2000 Issues

We experienced no problems related to Year 2000 issues.  In our efforts to
become completely Year 200 compliant, we incurred expenses of approximately
$75,000.

CERTAIN STATEMENTS CONTAINED IN THIS "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995 AND ARE, THUS, PROSPECTIVE.  THESE FORWARD-LOOKING STATEMENTS
ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM FUTURE RESULTS EXPRESSED OR
IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS.  THE MOST SIGNIFICANT OF SUCH
RISKS, UNCERTAINTIES AND OTHER FACTORS IS OUR ABILITY TO OBTAIN CAPITAL IN
AMOUNTS NECESSARY FOR US TO ACCOMPLISH OUR PLAN FOR THE EXPLOITATION OF OUR
QUICK-CELL WIRELESS INTERNET ACCESS PRODUCTS, AS WELL AS CONSUMER
ACCEPTANCE OF THESE PRODUCTS.

                                  REGULATION

  Quick-Cell Wireless Internet Access.

Our Quick-Cell wireless Internet access products operate in unregulated
spectra, primarily in the 2400 MHz spectrum, and we expect that such
spectra will remain unregulated.

  Regulation of Internet Access Services.

We provide Internet access, in part, using telecommunications services
provided by third-party carriers. Terms, conditions and prices for
telecommunications services are subject to economic regulation by state and
federal agencies.  As an Internet access provider, we are not currently
subject to direct economic regulation by the FCC or any state regulatory
body, other than the type and scope of regulation that is applicable to
businesses generally.  In April 1998, the FCC reaffirmed that Internet
access providers should be classified as unregulated "information service
providers" rather than regulated "telecommunications providers" under the
terms of the Federal Telecommunications Act of 1996.  As a result, we are
not subject to federal regulations applicable to telephone companies and
similar carriers merely because we provide our services using
telecommunications services provided by third-party carriers.  To date, no
state has attempted to exercise economic regulation over Internet access
providers.

Governmental regulatory approaches and policies to Internet access
providers and others that use the Internet to facilitate data and
communication transmissions are continuing to develop and, in the future,
we could be exposed to regulation by the FCC or other federal agencies or
by state regulatory agencies or bodies.  In this regard, the FCC has
expressed an intention to consider whether to regulate providers of voice
and fax services that employ the Internet, or IP, switching as
"telecommunications providers", even though Internet access itself would
not be regulated. The FCC is also considering whether providers of
Internet-based telephone services should be required to contribute to the
universal service fund, which subsidizes telephone service for rural and
low income consumers, or should pay carrier access charges on the same
basis as applicable to regulated telecommunications providers. To the
extent that we engage in the provision of Internet or Internet
protocol-based telephony or fax services, we may become subject to
regulations promulgated by the FCC or states with respect to such
activities.  We cannot assure you that these regulations, if adopted, would
not adversely affect our ability to offer certain enhanced business
services in the future.

  Regulation of the Internet.

Due to the increasing popularity and use of the Internet by broad segments
of the population, it is possible that laws and regulations may be adopted
with respect to the Internet pertaining to content of Web sites, privacy,
pricing, encryption standards, consumer protection, electronic commerce,
taxation, and copyright infringement and other intellectual property
issues.  No one is able to predict the effect, if any, that any future
regulatory changes or developments may have on the demand for our Internet
access or other Internet-related services.  Changes in the regulatory
environment relating to the Internet access industry, including the
enactment of laws or promulgation of regulations that directly or
indirectly affect the costs of telecommunications access or that increase
the likelihood or scope of competition from national or regional telephone
companies, could materially and adversely affect our business, operating
results and financial condition.

                           RECENT DEVELOPMENTS

We recently signed a letter of intent with US West.  We expect to execute
final agreements with US West in the near future.  US West, however,
already is providing services as though the final agreements had been
signed.  US West will provide frame relay service, private line DS3
corporate backbone services, managed data services and access to radio
towers (as Quick-Cell server modem sites).  Our alliance with US West is a
key to our ability to establish Quick-Cell systems at the rapid rate we are
pursuing.  Our management is aware of nothing that would prevent us from
signing a final agreement with US West.

In recent months, we have negotiated contracts with two companies that
serve as Internet backbone providers.  These companies are NaviNet, Inc.
and ioNET, Inc., a subsidiary of PSINet, Inc.  These agreements, plus our
existing agreement with Electric Lightwave, have, in effect, transformed us
from a regional ISP to a national ISP, an ISP that can provide dial-up
Internet access in the vast majority of the 100 largest metropolitan
statistical areas in the United States.  With these agreements in place, we
announced our national reseller program for our dial-up Internet access
service, marketed under the "USURF America" brand name.  We expect that the
impact of this effort will begin to appear toward the end of the second
quarter of 2000. Through the national reseller program and potentially
through acquisitions of ISPs, we intend to continue to seek growth in our
dial-up Internet access business.

All available current and future capital of will be applied to the
commercial exploitation of our Quick-Cell wireless Internet access
products.  It is these products upon which our future is based.

                                  BUSINESS

History

In July 1999, we changed our name to "USURF America, Inc.", from "Internet
Media Corporation".  We were incorporated on November 1, 1996, under the
name "Media Entertainment, Inc.", to act as a holding company in the
wireless cable and community (low power) television industries.  Due to
current market conditions in the wireless cable industry, we have abandoned
efforts to develop our wireless cable properties.  In furtherance of our
plan to focus on the exploitation of our Quick-Cell wireless Internet
access products, we assigned all of our community (low power) television
properties to New Wave Media Corp.

Since September 1998, we have acquired the following:

	-	in September 1998, we acquired the assets and going business of Desert
Rain Internet Services, a Santa Fe, New Mexico-based ISP;

	-	in January 1999, we acquired CyberHighway, a Boise, Idaho-based ISP;

	-	in June 1999, we acquired Santa Fe Trail Internet Plus, Inc., another
Santa Fe, New Mexico-based ISP;

	-	in July 1999, we acquired the business known as www.usurf.com, an
Internet e-commerce web portal;

	-	in August 1999, we acquired Net 1, Inc., an Alabama-based ISP; we are
seeking to rescind this transaction;

	-	in August 1999, we acquired Premier Internet Services, Inc., an Idaho
Falls, Idaho-based ISP;

	-	in November 1999, we acquired the customer base of Cyber Mountain, Inc.,
a Denver, Colorado-based ISP, which was an affilate-ISP in our CyberHighway
network;

	-	in December 1999, we acquired a portion of the customer base of
CyberHighway of North Georgia, Inc., a Demorest, Georgia-based ISP, which
was an affilate-ISP in our CyberHighway network;

	-	in February 2000, we acquired The Spinning Wheel, Inc., a Pocatello,
Idaho-based ISP; and

	-	in February 2000, we acquired Internet Innovations, L.L.C., a Baton
Rouge, Louisiana-based web design firm.

Current Overview

Our management has committed all available current and future capital to
the commercial exploitation of our Quick-Cell wireless Internet access
products.

We will continue to pursue dial-up Internet access customer growth, but we
do not expect to commit any significant amount of capital to this effort.
Also, we will continue to develop our e-commerce business, through our web
portal e-tail.com, but we do not expect to commit any significant amount of
capital to this effort.

Proposed Transactions

We intend to search actively for business acquisitions, which may be in the
form of mergers, stock-for-stock exchanges or stock-for-assets
acquisitions.  While we have established no specific criteria for
evaluating potential acquisition candidates, it is our management's
intention to pursue acquisition transactions with businesses with a history
of earnings or a potential for future growth, or both.  We intend to
utilize the acquisition stock in completing any such acquisition.  We have
not agreed to acquire any particular business with shares of the
acquisition stock.  We cannot assure you that we will be able to acquire
any business through use of the acquisition stock, or otherwise.

Industry Background

  Growth of the Internet; the World Wide Web.

The Internet, commonly known as the World Wide Web, or simply the Web, is a
collection of connected computer systems and networks that link millions of
public and private computers to form, essentially, the largest computer
network in the world.  The Internet has experienced rapid growth in recent
years and is expected to continue its impressive growth, based on estimated
increases in the numbers of Web users, Web traffic and the number of Web
sites.  International Data Corporation estimates that there were over 38
million Web users in the United States and over 68 million worldwide at the
end of 1997.  International Data Corporation projects that the number of
Web users will increase to over 135 million in the United States and over
319 million worldwide by the end of 2002. In April 1998, the U.S.
Department of Commerce estimated that traffic on the Internet is doubling
every 100 days.  It is estimated that the number of Web sites in the United
States will increase from approximately 450,000 in 1997 to nearly four
million in 2002.

The following factors, in our estimation, are primarily contributing to the
Internet's continued rapid growth:

	-	the Internet has become, on a global scale, an accepted communication
medium, enabling people to obtain and share information and conduct
business electronically;

	-	the proliferation of affordable personal computers;

	-	advances in the performance and speed of personal computers, modems and
networking components;

	-	improvements in telecommunication network infrastructures;

	-	ease of access to the Internet; and

	-	the increasing use of the Internet by businesses as a competitive tool.

  Internet Access.

Internet access services represent the means by which ISPs interconnect
business and consumer users to the Internet's resources.  Access services
vary from dial-up modem access, like that provided by us, for individuals
and small businesses to high-speed dedicated transmission lines for
broadband access by large organizations to wireless Internet access
systems, like our Quick-Cell wireless Internet access products.  An ISP
provides Internet access either by developing a proprietary network
infrastructure or by purchasing access service from a wholesale access
vendor, or through a combination of both.  The rapid development and growth
of the Internet have resulted in a highly competitive and fragmented
industry consisting of approximately 4,500 ISPs in the United States, with
most having customer bases of less than 5,000 subscribers. The vast
majority of U.S.-based ISPs conduct their operations within a single city
or state, with just a small number of ISPs, such as EarthLink and
MindSpring, providing nationwide coverage. Due to the disparity between the
large number of smaller ISPs with limited resources and the emergence of a
limited number of national ISPs with their associated economies of scale,
the ISP industry is expected to undergo substantial consolidation.

  Electronic Commerce Over the Internet.

The Internet has created a new communication and sales channel that enables
businesses to interact with large numbers of geographically dispersed
consumers and other businesses. With the recent growth of the Internet,
there have emerged many companies that focus solely on the Internet as the
medium for selling products or delivering services directly to purchasers,
bypassing traditional wholesale and retail channels. Moreover, businesses
are implementing sophisticated Web sites to effect electronic commerce
initiatives that offer competitive advantages.  These businesses are
deploying an expanding variety of Internet-enabled applications, ranging
from Web-site marketing and recruiting programs to on-line customer
interaction systems, telecommunications services, integrated purchase order
and "just-in-time" inventory solutions for key customers and suppliers.
These on-line capabilities require increasingly complex Web sites and
accompanying support operations.  In addition, advances in on-line security
and payment mechanisms are more adequately addressing consumers' concerns
associated with conducting transactions over the Internet, thereby
prompting more consumers and businesses to use the Internet as a medium for
commerce.  Also, businesses continue to offer an ever-greater selection of
electronic commerce services.  International Data Corporation estimates
that the number of consumers buying goods and services on the Internet will
grow from 17.6 million in 1997 to over 128 million in 2002, and that the
total value of goods and services purchased over the Internet by consumers
and businesses will increase from approximately $12 billion in 1997 to over
$425 billion by 2002.

  Contract Internet Operations.

Electronic commerce, or e-commerce, is growing at an explosive pace.  More
and more businesses are placing greater emphasis on their Internet
transaction and communication abilities and operations.  Increasingly,
traditional businesses, as well as Internet-based businesses, require
non-congested and scalable Internet operations that will permit them to
engage in digital communication and commercial transactions anywhere in the
world, via the Internet.

Due to constraints posed by the lack of technical personnel with Internet
skills or experience, the high cost of advanced networking equipment and
the complexity of innovative Web solutions, many businesses do not possess,
internally, resources required to develop, maintain and update their
Internet facilities and systems, to maintain standards required for these
companies to conduct high levels of Internet-based business.  As a result
of these constraints and other factors, many businesses are seeking to
contract out, or "outsource", their Internet facilities and systems
requirements as the preferred means for establishing and maintaining
electronic commerce solutions. To this end, we expect an increasing demand
is developing for:

	-	Dedicated and broadband Internet access services to support reliable,
high speed and/or constantly connected Internet access and communication;

	-	Web hosting and co-location services which enable businesses to obtain
equipment, technical expertise and infrastructure for their Internet needs
on an outsourced basis; and

	-	Electronic commerce solutions to sell goods and services on the Web in a
transactionally-secure environment.

By outsourcing Internet facilities and systems needs, businesses can then
focus on improving their business results, rather than expending financial
resources on additional staff and Internet-related assets necessary to
support their Internet operations.

  Internet Service Opportunities.

The number of businesses and consumers accessing the Internet is expected
to continue to increase significantly in the foreseeable future.  According
to Forrester Research, the market for providing access to the Internet for
businesses and consumers is expected to be approximately $18.4 billion in
2000. Additionally, as businesses and consumers are developing greater
levels of comfort in the use of the Internet for electronic commerce,
businesses are increasingly implementing sophisticated electronic commerce
solutions which, in turn, require significantly greater bandwidth and other
business services.  In response to this demand, an increasing number of
ISPs are attempting to augment their basic Internet access services with a
wide range of business services.  According to International Data
Corporation, the market for Web hosting and Internet security business
services is the fastest growing segment of the Internet services market,
with revenues expected to increase from approximately $350 million in 1997
to approximately $7 billion in 2000.

Our management believes that ISPs that offer both Internet access to broad
segments of the population and that offer a broad selection of business
services will be positioned to attain greater economies of scale through
lower network expansion and marketing costs on a per-subscriber basis.  Our
management further believes that only a few national ISPs will be in a
position to benefit fully from this continued growth in Internet usage.

It is our management's opinion that the ISPs that will be in a position to
benefit most from the expected continued growth of the Internet likely will
be characterized by their:

	-	ability to respond quickly to market demands;

	-	ability to provide reliable coverage on a nationwide basis;

	-	superior technical skills and customer support capabilities;

	-	electronic commerce expertise and business services capabilities;

	-	brand name recognition and the ability to exploit multiple marketing
channels; and

	-	relatively lower network costs.

                           Wireless Internet Access

  General.

"Wireless Internet" is a new type of communications spectrum recently
designated by the FCC.  Wireless Internet access requires a transmission
facility maintained by an ISP employing a wireless system and the user's
modem equipped with an antenna.  Wireless Internet capability allows users
to access the Internet from a stationary computer or, in some situations,
from a mobile, lap-top computer located within the wireless ISP's
transmission area.

Our proprietary wireless Internet access system is marketed under the
"Quick-Cell" and "US.RF Wireless Internet System" (US.RF stands for United
States Radio Frequency) trade names.

The Quick-Cell wireless Internet access system is a turn-key,
plug-and-play, system that is capable of delivering customers Internet
access at burstable T-1 equivalent speeds, at prices that range from 40% to
60% below those charged for traditional T-1 hardwire Internet access
service.  A single-cell Quick-Cell system can be deployed in less than one
week.  Additional Quick-Cells can be added to a local system on an
as-needed basis.  We currently have one full-scale Quick-Cell wireless
Internet access system in operation in Santa Fe, New Mexico.

Once we determine to construct a full-scale Quick-Cell wireless Internet
access system in a particular market, the construction of that full-scale
system, one that covers an area 12 miles in diameter, takes approximately
four to six weeks, depending on local regulatory schemes.

  Quick-Cell Wireless Internet Access System.

Our proprietary Quick-Cell wireless Internet access system operates
primarily within a broadcast signal in the 2400 MHz band using two-way
modems outfitted with antennae.  Thus, our Quick-Cell wireless Internet
access system differs substantially in design from the wireless Internet
access available through cellular telephones and differs substantially from
traditional telephone-line-based ISPs, because there is no reliance on hard
wire to transfer data.  Yet, our management believes our Quick-Cell
wireless Internet system is capable of greater utility at lower cost than
these other modes of Internet access.

It is the belief of our management that our Quick-Cell wireless Internet
access system provides the following competitive advantages for attracting
potential consumer and business customers over other Internet access modes:

	-	Speed: the Quick-Cell system provides a minimum data transmission speed
of 64kbs, with data transmission speed capability of up to 10 Mbs;

	-	Lower Cost: the Quick-Cell system will, depending on the particular
market and desired Internet access speed, be offered at costs between 20%
to 60% less than available hard-wire Internet access (that is, less than
monthly ISP charges plus monthly telephone line charges) currently offered
by local telephone companies; the Quick-Cell system offers significant
savings over cellular-telephone-based Internet access methods;

	-	No Telephone Company Involvement: because the Quick-Cell system does not
utilize telephone lines, our customers will not be required to incur the
expense of a hard-wire telephone line through which to access the Internet;

	-	Security/Encryption: the Quick-Cell system is designed to allow the
encryption (scrambling) of its broadcast signal, thereby offering a high
degree of security to customers, particularly business customers who wish
to transmit confidential information over the Internet;

	-	Mobility: the Quick-Cell system is able to permit service personnel of a
business to file contemporaneous reports, request and receive technical
assistance and perform other computer-based functions from a customer's
place of business or from a service vehicle, even if the service vehicle is
traveling to its next destination; and

	-	Ethernet/Networking Capability: the Quick-Cell system is compatible with
existing so-called "ethernet" systems.  Generally, an ethernet can be
described as a self-contained network of desk-top computers, often located
in the same building, through which individual computer users can
communicate electronically (i.e., via e-mail), as well as access the
Internet.  We can design and install an ethernet system in any existing
building by installing a wireless communications system that links all
computers, including computers that are to remain linked via hard wire,  to
one another and provides all computer users access to the Internet.

We believe that our Quick-Cell wireless Internet access system is able to
satisfy any other special requirements of a potential customer, without
significantly adding to the system's cost to that customer.

Initially, we are marketing our Quick-Cell products to the business sector.
 However, as each Quick-Cell system matures (within six to nine month
period) we will begin to market heavily to home-based Internet users.

  Potential Future Applications.

It is our long-term objective to offer a full array of video entertainment
via our Quick-Cell systems.  We believe our plans are easily achievable,
due to the fact that the Quick-Cell Internet connection can be routed to
the user's television, using existing, relatively inexpensive technology.
Assuming market conditions permit, we expect that, by the year 2005, each
of our Quick-Cell systems would be able to offer its subscribers many video
services, including some services that, given the rapid evolution of
technology, may not currently exist.  The video entertainment services that
we expect to be able to offer include:

	-	Movies: we believe that we will be able to offer an ever-expanding movie
list, all of which would be available, in real time, at any time, upon
request of the subscriber.  We expect that each movie would be sold, or
"rented", to subscribers at a cost that would be less than the same movie
were it to be rented from the local video rental store.  The primary
impediment to our offering this service is its lack of capital with which
to acquire necessary equipment, as well as digitized copies of the desired
movies.

	-	Pay-Per-View Events: we believe that we will be able to offer to its
subscribers access to pay-per-view events, such as concerts and sporting
events, including boxing matches, such as are currently available from time
to time through local cable television systems.  The primary impediment to
our offering this service is its lack of capital with which to purchase
necessary equipment, including satellite dishes.

	-	"Cable" Television: Although we expect that consumer acceptance will be
sluggish at first, our management believes that, with adequate capital for
equipment and advertising, as well as consumer education, we will be able
to provide a competitive offering of "cable" television channels that would
be equal to those offered by any local cable television company and direct
broadcast satellite systems.  It is quite possible that market forces will
dictate that this type of service would not be introduced to consumers for
the foreseeable future.

These potential future services remain in the development stage and no
introduction date has been set by our management.  All of the services
described appear to be feasible after initial tests, due to the high-speed
data transmission capabilities of our Quick-Cell system.  Additional
applications are currently being developed by us.  We cannot predict when
any or all of these services will be ready for commercial exploitation.

  Current Markets.

Our Quick-Cell wireless Internet access system is operating in Santa Fe,
New Mexico.  Customers are being placed on the Quick-Cell system daily.
Our sales personnel is actively working an interested-customer list of over
900.  We have also begun sales and installation efforts in Albuquerque and
Las Vegas, New Mexico.  It is our goal to establish Quick-Cell systems in
110 U.S. cities by the end of 2000.  We believe we will be able to reach
this goal, but we may fall short of our goal, unless we obtain more
operating capital.

Early in 1999, we licensed several ISPs to operate the our Quick-Cell
systems.  Since that time, however, we have determined not to pursue the
licensing of ISPs, in favor of our plan to own and operate all Quick-Cell
systems.  The licensed Quick-Cell system in Casper, Wyoming, operated for a
period of three months, but was discontinued, due to the sale of the
licensee's ISP business.  The Santa Fe, New Mexico, licensee (Santa Fe
Trail Internet Plus, Inc.) was acquired by us.

  Competition; Consumer Acceptance.

Our wireless Internet business faces the same severe competition for market
share as does our dial-up Internet access business.  Our Quick-Cell
wireless Internet products potentially must also overcome an initial lack
of consumer acceptance, given the new and relatively unproven
(commercially) nature of the Quick-Cell products.

  Other Wireless Products.

In January 1998, we delivered our first proprietary wireless DataLink
system.  Our wireless DataLink system was delivered to the Baton Rouge
refinery of one of the largest international oil companies, the refinery
being the second largest in the U.S.  The wireless DataLink system was
purchased to replace an existing hard-wire (T-1 telephone line) data
transmission system.  The wireless DataLink system transfers data at the
rate of 2 megabytes per second.  Since then, our management has determined
to focus all available resources on the development of our Quick-Cell
products, as a more efficient means of achieving short-term profitability.
As we begin to achieve success in our Quick-Cell wireless Internet access
business, we anticipate that we will begin to devote resources, if
available, to the exploitation of these other proprietary wireless
products.  Our management believes our wireless DataLink system can
address, on a wide-spread basis, the needs of businesses to transmit
ever-increasing volumes of data.  We cannot assure you that we will ever
possess sufficient resources to exploit our wireless DataLink system or
that it will achieve wide-spread acceptance.

                          Dial-up Internet Access

In addition to our wireless Internet access business, we provide high
quality, full service dial-up Internet access to over 30,000 customers.
These dial-up customers are served primarily by CyberHighway.

Our Internet services include dial-up access, high speed access and other
value-added services, as well as Wireless Internet access to approximately
90 customers.  Because CyberHighway began offering wireless Internet
service before its being acquired by us, the wireless Internet system
employed by CyberHighway is not the Quick-Cell system.  However, we will,
over time, transfer all of the current wireless Internet customers onto our
Quick-Cell system.

Customers and Markets

We provide Internet access to approximately 30,000 customers, nearly all of
whom utilize our dial-up Internet access services.  The largest
concentration of customers is in Idaho, where approximately 65% of our
customers reside.  The bulk of the remaining Internet access customers are
located as follows: 10% in Wyoming, 5% in Georgia, 5% in Oregon, 5% in
Nevada, and 3% in Arizona, with the remaining subscriber base spread among
various other markets, including Denver, Colorado, and Jackson, Mississippi.

Based on data collected from certain of our customers, we believe that our
subscribers tend to reflect the typical Internet user composite which,
according to published surveys, indicates that over half of Internet users
are male, approximately 50% are between the ages of 25 and 45, about
one-third are college graduates and the average reported annual income of
users is substantially higher than the median U.S. level.

To date, our business customers have generally consisted of small and
medium-sized businesses.  However, we expect that our Quick-Cell products
will allow us to compete effectively for larger business customers, who
tend to require large amounts of bandwidth.

Sales and Marketing

Historically, CyberHighway's sales and marketing strategy was comprised of
three components: (1) direct response marketing, (2) affiliate-ISP program
and (3) corporate direct sales.  Direct response marketing and the
affiliate-ISP program were responsible for most of CyberHighway's growth in
its subscriber base.  However, the affiliate-ISP program has been
abandoned, and we are taking a more national approach, by offering national
service under the "USURF America" name, rather than the "CyberHighway" name.

With our agreements with national Internet backbone providers, we have
begun a national reseller program for our dial-up Internet access service.
Participating resellers receive monthly per customer residuals, as
compensation for their sales efforts.  We expect that our national reseller
program will be fully underway by the end of the second quarter of 2000.

We engage in a variety of direct response marketing and various promotional
activities to stimulate consumer awareness of its Internet access services.
 These marketing efforts are directed both to consumers who have not
previously subscribed to Internet access services and to Internet users who
may switch to our service.  Radio advertising and direct mail distribution
have been the principal media used for direct response marketing to solicit
new subscribers.  As discussed above, our marketing focus for our dial-up
Internet service has been changed to the national reseller program
structure.  Our management believe this strategy is the most cost-effective
way to develop our dial-up Internet access business, while permitting us to
concentrate substantially all of our resources on the exploitation of the
Quick-Cell wireless Internet access products.

Because it is our belief that a consumer's selection of an Internet service
provider is most often influenced by a personal referral, we strive always
to deliver superior customer service and support.

Affiliate-ISP Program

>From its inception, CyberHighway employed an affiliate marketing program, a
technique designed to generate rapid expansion of CyberHighway's subscriber
base. Under this program, an existing ISP entered into a license agreement
with CyberHighway, wherein the local ISPs obtained the right to use the
"CyberHighway" brand name and the local ISP allowed the connection of a
Kbps-speed frame relay data circuit to connect from the local ISP's POP to
CyberHighway's NOC.  In effect, under this license arrangement,
CyberHighway handles the local ISP's "backroom" operations, that is,
hardware and system management, thereby allowing the local ISP's personnel
to concentrate on marketing functions.  In addition to certain monthly
circuit fees, the local ISP pays CyberHighway a monthly per-customer
royalty.  These per-customer royalties average approximately $2.00.

The affiliate-ISP program has been terminated.

Customer Service and Support

We are committed to the highest levels of customer satisfaction.  We
believe that maintaining high levels of customer satisfaction will remain
as a key competitive factor that will differentiate us from other purveyors
of Internet-related services.  We regularly review network utilization
rates, and refine and expand our network capabilities as necessary, to
ensure high levels of network performance and reliability.

We maintain customer support for telephone inquiries seven days a week,
with technical personnel available to address customer questions and
concerns, and we intend to begin to offer customer support 24 hours per
day, in the near future.  We intend to continue to dedicate the resources
necessary to ensure that service calls are promptly answered and addressed
by a customer support representative, and that customer issues are resolved
promptly.  Customers also can access customer support services through
e-mail correspondence or access trouble-shooting tips and configuration
information, as well as network status and performance reports, on our Web
site.

Consumer and business customers have very different support needs, as do
wireless Internet customers, especially as to technical requirements and
the sophistication of the user who makes the customer service inquiry.  As
our subscriber base grows, we intend to implement a tiered customer support
system, where simple technical problems or other miscellaneous issues would
be handled by non-technical support staff and complex and/or time sensitive
technical questions would be referred to the trained technical support
staff for resolution.

Network Infrastructure

We have designed our network and related systems to provide fast and
reliable, high-quality Internet access services, while minimizing the
capital investment needed for infrastructure development.  We continually
re-evaluate our network's structure and design so as to achieve maximum
capacity with available resources.  We always seek innovative, cost-saving
measures as we expand our network, which is expected to provide maximum
flexibility as we pursue our growth strategy.  We further believe that we
will be able to take advantage of market opportunities as they may develop,
whether due to technological advances or regulatory changes.  Our objective
is to minimize both network costs and exposure to technological
obsolescence of equipment.  We believe our agreements with NaviNet, PSINet,
Electric Lightwave and US West greatly enhance our ability to accomplish
these objectives.

Our current network consists of a state-of-the-art network operations
center located in Boise, Idaho, through which all subscribers log onto the
Internet.  We do not have the capital to build a"mirror" network operations
center site, which would provide redundancy to our network and greatly
enhance the reliability of our the network.

We have almost completed an expansion to the Boise network operations
center, so that it will be able to process up to 150,000 customers without
further expansion.

Network Operations Center

Our network operation center monitors network traffic, quality of services
and security issues, as well as the performance of the equipment located at
each of our points-of-presence, to ensure reliable service.  Our network
operations center is comprised of state-of-the-art equipment and an
uninterruptible power supply and is staffed 24 hours a day, seven days a
week, with technical and network security personnel.  When an intruder, or
"hacker", enters our network, the network security personnel are able to
monitor the intruder's activities, create a report about such activities
and provide such information to customers who may have had their
proprietary information tampered with by the intruder.  To date, neither we
nor any customer has incurred any material loss due to the efforts of hackers.

Strategic Relationships

We recently signed a letter of intent with US West.  We expect to execute
final agreements with US West in the near future.  US West, however,
already is providing services as though the final agreements had been
signed.  US West will provide frame relay service, private line DS3
corporate backbone services, managed data services and access to radio
towers (as Quick-Cell server modem sites).  Our alliance with US West is a
key to our ability to establish Quick-Cell systems at the rapid rate we are
pursuing.  Our management is aware of nothing that would prevent us from
signing a final agreement with US West.

We have entered entered into agreements with NaviNet, Inc., ioNET, Inc., a
division of PSINet, Inc., and Electric Lightwave, with respect to such
companies' providing Internet backbone access throughout their respective
networks.  Together, these companies provide Internet backbone access in a
great majority of U.S. markets.  We pay these providers a monthly
per-customer fee, which fees fluctuate, depending on the number of
customers that utilize these firms' access services.  The services provided
by these firms to us are transparent to our customers, that is, our
customers appear to access the Internet directly through our
point-of-presence.  These agreements are key to our ability to offer
national dial-up access to our customers.

Other Internet Services

In addition to the services usually offered by ISPs, we offers a Web site
that facilitates e-commerce.  This Web site is known as "e-tail.com".
During 2000, we will attempt to direct significant Internet traffic to this
site, but we lack capital to apply to the development of this business.  We
intend, in the future, to have the e-tail.com operations to specialize in
business-to-business e-commerce transactions, in addition to offering
desirable products to consumers.

We have determined to focus on business-to-business Internet solutions, due
to our belief that this sector has not, historically, been well served by
Internet access and Internet-related service providers.  We cannot assure
that our efforts in this area will be successful.

Competition

We will face severe competition from other wireless Internet access
providers, such as Metricom.  However, we believe our Quick-Cell wireless
Internet access products are superior to other similar products.

The market for the provision of dial-up Internet access services is
extremely competitive and highly fragmented. Our competitors include many
large, nationally-known companies, such as America Online, Mindspring,
Earthlink and Flashnet.  These and other companies possess greater
resources, particularly access to capital sources, market presence and
brand name recognition than do we.  As there are no significant barriers to
entry, the Company expects that competition will intensify.

We also believe that the primary competitive factors determining success as
an ISP are:

	-	a reputation for reliability and high-quality service;

	-	effective customer support;

	-	access speed;

	-	pricing;

	-	effective marketing techniques for customer acquisition;

	-	ease of use; and

	-	scope of geographic coverage.

We believes that we can, and in the future will, more effectively compete
in our markets, due to (1) our commitment to providing fast and reliable,
high-quality Internet access and other Internet-related services, as well
as exemplary customer service and support, and (2) our Quick-Cell wireless
Internet access products.  We cannot assure you that we will be able to
compete successfully.

Current and prospective competitors include many large, nationally-known
companies that possess substantially greater resources, financial and
otherwise, market presence and brand name recognition than do we.  With
respect to our Internet access and other Internet-related services, we
currently compete, or expects to compete, for the foreseeable future, with
the following: national ISPs, numerous regional and local ISPs, most of
which have significant market share in their markets; established on-line
information service providers, such as America Online, which provide basic
Internet access, as well as proprietary information not available through
public Internet access; providers of web hosting, co-location and other
Internet-based business services; computer hardware and software and other
technology companies that provide Internet connectivity with their
products; telecommunications companies, including global long distance
carriers, regional Bell operating companies and local telephone companies;
operators that provide Internet access through television cable lines;
electric utility companies; communications companies; companies that
provide television or telecommunications through participation in satellite
systems; and, to a lesser extent, non-profit or educational Internet access
providers.

With respect to potential competitors, we believe that manufacturers of
computer hardware and software products, media and telecommunications
companies and others will continue to enter the Internet services market,
which will serve to intensify competition.  In addition, as more consumers
and businesses increase their Internet usage, we expect existing
competitors to increase further their emphasis on Internet access and
electronic commerce initiatives, resulting in even greater competition.
The ability of competitors or others to enter into business combinations,
strategic alliances or joint ventures, or to bundle their services and
products with Internet access, could place us at a significant competitive
disadvantage.

Moreover, we expect to face competition in the future from companies that
provide connections to consumers' homes, such as telecommunications
providers, cable companies and electrical utility companies. For example,
recent advances in technology have enabled cable television operators to
offer Internet access through their cable facilities at significantly
higher speeds than existing analog modem speeds. These types of companies
could include Internet access in their basic bundle of services or offer
such access for a nominal additional charge.  Any such developments could
materially and adversely affect our business, operating results and
financial condition.

Properties

  General.

We own all of the equipment necessary to conduct our ISP operations,
including servers, routers and modems.  In addition, we own office
equipment necessary to conduct its business.

We lease approximately 650 square feet for its executive offices in Baton
Rouge, Louisiana, for a monthly rental of $776.  CyberHighway leases two
separate facilities in the Boise, Idaho, area, for a combined monthly
rental of approximately $3,000.  We lease approximately 500 square feet in
Santa Fe, New Mexico, for a monthly rental of approximately $800.

  Wireless Cable Properties.

We own the rights to wireless cable channels in Poplar Bluff, Missouri,
Lebanon, Missouri, Port Angeles, Washington, The Dalles, Oregon, Sand
Point, Idaho, Fallon, Nevada, and Astoria, Oregon.  We have abandoned our
efforts to develop these wireless cable properties, due to current market
conditions.  Rather, we intend to develop these properties into operating
wireless Internet systems, at such time as two-way data transmission on
such frequencies is permitted.

Intellectual Property

We are nearing completion of patent applications relating to our Quick-Cell
wireless Internet access system.  These patent applications are to be filed
as soon as they have been completed.  Although we believe the Quick-Cell
system, or aspects thereof, to be patentable, we have no assurance that a
patent or patents will be granted.  Also, we cannot assure you that the
steps taken by us will be adequate to prevent misappropriation of our
proprietary wireless Internet technologies or that third parties, including
competitors, will not independently develop technologies that are
substantially equivalent or superior to our proprietary wireless Internet
technologies.

We are preparing U.S. trademark applications for the following trademarks:
"Quick-Cell", "US.RF Wireless Internet", "US.RF Quick-Cell" and "USURF
America".

We have has received authorization to use the products of each manufacturer
of software that is bundled in its software for users with personal
computers operating on the Windows or Macintosh platforms. While certain of
the applications included in our start-up kit for Internet access services
subscribers are shareware that it has obtained permission to distribute or
that are otherwise in the public domain and freely distributable, certain
other applications included in our start-up kit have been licensed where
necessary. We currently intend to maintain or negotiate renewals of all
existing software licenses and authorizations as necessary.  We may also
enter into licensing arrangements for other applications, in the future.

Employees

We have 24 employees, including four officers.  Molst of our hourly
employees are employed by CyberHighway.  All of our officers have entered
into employment agreements.

None of our employees is covered by any collective bargaining agreement,
nor have we ever experienced a work stoppage.  Our management believes
employee relations to be good.  Much of our future success will depend, in
large measure, upon our ability to continue to attract and retain highly
skilled technical, sales, marketing and customer support personnel.

                                 MANAGEMENT

Directors and Officers

The following table sets forth the officers and directors of USURF America.

     Name                    Age      Position(s)

     David M. Loflin(1)      41       President and Director
     Waddell D. Loflin(1)    49       Vice President, Secretary and Director
     Julius W. Basham, II    51       Director
     Darrell D. Davis        35       Vice President - U.S. Internet
Operations
     James Kaufman           35       Vice President - Corporate Development
     Richard N. Gill         41       Director
     Ross S. Bravata         40       Director
     Michael Cohn            41       Director
     _____________
     (1)  David M. Loflin and Waddell D. Loflin are brothers.

Our current officers and directors serve until the next annual meeting of
our board of directors or until their respective successors are elected and
qualified.  All officers serve at the discretion of our board of directors.
 Family relationships between our officers and directors are noted above.
Certain information regarding the backgrounds of each of the officers and
directors is set forth below.

David M. Loflin, President and Director, has, for more than the past five
years, owned and operated Gulf Atlantic Communications, Inc.
("Gulf-Atlantic"), a Baton Rouge, Louisiana-based wireless technology firm
specializing in development of wireless cable systems and broadcast
television stations.  Gulf Atlantic has designed, constructed and operated
two wireless cable systems: (1) Baton Rouge, Louisiana, and (2) Selma,
Alabama.  Mr. Loflin developed and currently operates one television
station, WTVK-TV11, Inc. (a Warner Brothers Network affiliate), Channel 11
in Baton Rouge, Louisiana.  For over ten years, Mr. Loflin has served as a
consultant for Wireless One, one of the largest wireless communications
firms in the United States.  Mr. Loflin is a member of the Wireless Cable
Association International and the Community Broadcasters Association.

Waddell D. Loflin, Vice President, Secretary and Director, has, for more
than the past five years, served as Vice President of Operations and
Treasurer of Gulf Atlantic Communications, Inc. and WTVK-TV11, Inc., both
in Baton Rouge, Louisiana.  In addition, Mr. Loflin serves as Production
Manager and Film Director for WTVK-TV11, Inc.  Mr. Loflin served as General
Manager for Baton Rouge Television Company, Baton Rouge, Louisiana, a
wireless cable system, where he directed the development and launch of such
wireless cable system.  Also, Mr. Loflin has devoted over five years to
demographic research relating to the wireless cable industry.  Mr. Loflin
is a member of the Wireless Cable Association International and the
Community Broadcasters Association.  Mr. Loflin holds a B.A. degree in
Social Sciences from Oglethorpe University, Atlanta, Georgia.

James Kaufman, Vice President - Corporate Development, received a B.S.
degree in Journalism from the University of Colorado, Boulder, Colorado.
From 1994 to 1995, Mr. Kaufman was a registered representative with D.E.
Fry, a Denver, Colorado-based broker-dealer.  From 1995 to 1996, Mr.
Kaufman was a registered representative with A.G. Edwards, a St. Louis,
Missouri-based broker-dealer.  From 1997 to February 1999, Mr. Kaufman
served as Director of Corporate Development for B. Edward Haun & Company, a
Denver, Colorado-based investment banking and research firm.

Darrell D. Davis, Vice President - U.S. Internet Operations, owned and
operated Santa Fe Trail Internet Plus, Inc., a Santa Fe, New Mexico-based
ISP, from 1996 to June 1999, when Santa Fe Trail was acquired by USURF
America.  From 1994 to 1996, Mr. Davis was employed by Galaxy Computer
Services, Santa Fe, New Mexico.  In 1995, Mr. Davis declared Chapter 7
bankruptcy.

Julius W. Basham, II, Director, served as Chief Operating Officer of USURF
America from January 1999 to January 4, 2000.  Mr. Basham served as
President and a director of CyberHighway, Inc., the Company's wholly-owned
subsidiary, from January 1996 to July 1999.  From 1981 through December
1995, Mr. Basham was President and owner of ProData, Inc., a data
processing contracting and consulting company.

Richard N. Gill, Director, has, for more than the past five years, served
as Chairman of the Board, President and General Manager of Campti-Pleasant
Hill Telephone Company, Inc., a Pleasant Hill, Louisiana-based independent
telecommunications company involved in the cellular telephone service
industry, the wireless cable industry and the Internet service provider
industry.  Mr. Gill currently serves on the Board of Directors of Artcrete,
Inc., and is on the Advisory Board of Peoples State Bank, Pleasant Hill,
Louisiana.  Mr. Gill currently serves as a member of the Industry
Telecommunication Advisory Committee for the Electrical Engineering
Department at the University of Southwestern Louisiana, Lafayette,
Louisiana.  Mr. Gill is a past-Chairman and current member of the Louisiana
Telephone Association.  Mr. Gill is also a member of the United States
Telephone Association and the National Telephone Cooperative Association.

Ross S. Bravata, Director, has, since 1981, worked for Novartis (formerly
Ciba Corporation), in various positions, and currently serves as a Senior
Control Systems Technician.  In such capacity, Mr. Bravata supervises the
service and maintenance of electronic instrumentation.  Since 1988, Mr.
Bravata has served as a director and principal financial officer of CG
Federal Credit Union, Baton Rouge, Louisiana.  Also, Mr. Bravata has, since
its inception in 1994, served as a director of Trinity's Restaurant, Inc.,
in Baton Rouge, Louisiana.

Michael Cohn, Director, has, for over 20 years, owned and operated Arrow
Pest Control, Inc., Baton Rouge, Louisiana.  In addition, Mr. Cohn owns
Arrow Pest Control of New Orleans, Wilson and Sons Exterminating in Mobile,
Alabama, and Premier Termite and Pest Control in Florida.

Executive Committee

Our board of directors created an Executive Committee to facilitate
management between meetings of the full board of directors.  David M.
Loflin, Waddell D. Loflin and Ross S. Bravata comprise the Executive
Committee.

Our bylaws provide that the Executive Committee has the authority to
exercise all powers of the board of directors, except the power:

	-	to declare dividends;

	-	to issue stock, except that the Executive Committee shall have the power
to issue (1) an unlimited number of shares of stock in business and/or
asset acquisition transactions and (2) up to 25,000 shares of stock to an
employee of USURF America or a subsidiary, in connection with any
employee's employment; and

	-	to recommend to shareholders any action requiring their approval;

	-	and to change the membership of any committee, fill the vacancies
thereon or discharge any committee.

Audit Committee

In September 1999, our board of directors created an Audit Committee,
consisting of three members, the majority of whom must be outside
directors.  The initial members of the Audit Committee are David M. Loflin,
Michael Cohn and Richard N. Gill.  The Audit Committee has the
responsibility to review internal controls, accounting policies and
financial reporting practices, to review the financial statements, the
arrangements for, and scope of, the independent audit as well as the
results of the audit arrangement and to review the services and fees of the
independent auditors, their independence and recommend to the board of
directors for its approval and for the ratification by our shareholders the
engagement of the independent auditors to serve the following year in
examining our accounts.  The Audit Committee has held one meeting, wherein
it recommended the recent change in our independent auditor.

Executive Compensation

The following table sets forth in summary form the compensation received
during each of the last three completed fiscal years by our Chief Executive
Officer and each executive officer who received total salary and bonus
exceeding $100,000 during any of the last three fiscal years.

                                                     Long-term
                                        Other      Compensation
Name and                                Annual       Awards of     All other
Principal            Salary   Bonus  Compensation  Stock Options  Compensation
Position      Year      $       $         $             #               $
-----------   ----   ------   -----  ------------  -------------  ------------

David M.      1998   $55,000    0         0             0               0
 Loflin       1997         0    0         0             0               0
 President    1996         0    0         0             0               0
 (Principal
 Executive
 Officer
 and Prin-
 cipal Fin-
 ancial
 Officer

Compensation of Directors

In March 1998, four of our directors, Waddell Loflin, Ross S. Bravata,
Richard N. Gill and Michael Cohn, were issued 20,000 shares each of our
common stock as a bonus for their services as directors.  These shares were
valued at $.80 per share by the board of directors; however, for financial
reporting purposes, these shares were valued at $.56 per share, the last
closing bid price for our common stock prior to issuance.

Employment Contracts and Termination of Employment and Change-in-Control
Agreements.  From inception through 1997, our president, David M. Loflin,
and vice president, Waddell D. Loflin, served without compensation.  During
1998, these officers received salaries of $55,000 and $48,000, respectively.

In June 1999, each of Messrs. Loflin entered into an employment agreement.
Since then, Messers. Loflin have accrued their salaries ($150,000 and
$100,000 per year, respectively), and their salaries will be continue to be
accrued until such time as we are able to pay their accrued salaries
without adversely affecting our financial condition.

Our vice president for corporate development, James Kaufman, and our vice
president of U.S. Internet operations, Darrell Davis, have entered into
employment agreements.  Mr. Kaufman may receive up to 80% of his
compensation in shares of our common stock, in our discretion.

We have no compensatory plan or arrangement that results or will result
from the resignation, retirement or any other termination of an executive
officer's employment or from a change in control or a change in an
executive officer's responsibilities following a change-in-control.

  Option/SAR Grants in Last Fiscal Year.

We have never granted any stock appreciation rights (SARs), nor do we
expect to grant any SARs in the foreseeable future.

Section 16(a) Beneficial Ownership Reporting Compliance

We became subject to the provisions of Sections 16(a) of the Securities
Exchange Act of 1934 on October 14, 1999.  Section 16(a) requires
directors, executive officers and persons who own more than 10% of our
outstanding common stock to file with the SEC an Initial Statement of
Beneficial Ownership of Securities (Form 3) and Statements of Changes of
Beneficial Ownership of Securities (Form 4).  Directors, executive officers
and greater-than-10% shareholders are required by SEC regulation to furnish
copies to us of all Section 16(a) forms they file.

Based on a review of the copies of these reports furnished to us or
representations that no other reports were required, we believe that all of
our directors, executive directors and greater-than-10% beneficial owners
filed their respective Form 3 reports; all of the Form 3 reports were filed
late.  However, the Form 3 report of Darrell Davis, one of our officers,
has not yet been filed.  Form 4 reports for Michael Cohn, one of our
directors, and Darrell Davis are due and have not yet been filed.  Form 5
reports for all officers, directors and 10%-owners are due and have not yet
been filed.  We have requested that all of these persons file the required
reports at their earliest convenience.

Indemnification of Directors and Officers

Article X of the Articles of Incorporation of USURF America provides that
no director or officer shall be personally liable to USURF America or its
shareholders for damages for breach of fiduciary duty as a director
officer; provided, however, that such provision shall not eliminate or
limit the liability of a director or officer for (1) acts or omissions
which involve intentional misconduct, fraud or a knowing violation of law
or (2) the payment of dividends in violation of law.  Any repeal or
modification of Article X shall be prospective only and shall not adversely
affect any right or protection of a director or officer of USURF America
existing at the time of such repeal or modification for any breach covered
by Article X which occurred prior to any such repeal or modification.  The
effect of Article X is that directors and officers will experience no
monetary loss for damages arising out of actions taken (or not taken) in
such capacities, except for damages arising out of intentional misconduct,
fraud or a knowing violation of law, or the payment of dividends in
violation of law.

As permitted by Nevada law, our bylaws provide that we will indemnify our
directors and officers against expense and liabilities they incur to
defend, settle or satisfy any civil, including any action alleging
negligence, or criminal action brought against them on account of their
being or having been directors or officers unless, in any such action, they
are judged to have acted with gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or control
persons pursuant to the foregoing provisions, we have been informed that,
in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.

                            CERTAIN TRANSACTIONS

Founders

In November 1996, David M. Loflin purchased 1,600,000 shares of our common
stock for $1,600 and Waddell D. Loflin, purchased 200,000 shares of our
common stock for $200.

Loans by Officers

Since our inception, we have received loans and advances on open account
from David M. Loflin in the total amount of $449,926.  These loans and
advances bear interest at eight percent per annum and are payable on
demand. To date, $40,000 of these loans have been repaid to Mr. Loflin.
Mr. Loflin has advised us that he does not intend to demand further payment
of any of these loans and advances until such time as repayment would not
adversely affect our financial condition.

Subscription Agreements

Effective December 20, 1996, we entered into a subscription agreement with
David M. Loflin, whereby we issued 1,578,512 shares of our common stock to
Mr. Loflin in exchange for assignments of licenses and leases of licenses
of television channels and wireless cable television channels and options
to acquire these assets, as follows:  Monroe/Rayville, Louisiana (channel
26), Natchitoches, Louisiana (channel 38), Port Angeles, Washington
(channels H1-2-3), Astoria, Oregon (channels H2-3), Sand Point, Utah
(channels B1-2-3; C1-2-3), The Dalles, Oregon (channels B1-2-3; C1-2-3),
and Fallon, Nevada (channels E1-2-3-4; H3)

These assets were valued at $1,826,873, which was determined pursuant to a
market report and appraisal prepared by Broadcast Services International,
Inc., Sacramento, California.  A more complete description of this
appraisal appears on page ___, under the heading "Appraisal".  Mr. Loflin's
total acquisition costs of these assets are unknown.  Accordingly, our
financial statements attribute no value to these assets.

Effective December 20, 1996, we entered into a subscription agreement with
Waddell D. Loflin, whereby we issued 104,249 shares of our common stock to
Mr. Loflin in exchange for an assignment of the license of television
channel 36 in Bainbridge, Georgia.

These assets were valued at $120,652, which was determined pursuant to the
appraisal described above.  Mr. Loflin's acquisition costs of these assets
are unknown.  Accordingly, our financial statements attribute no value to
these assets.

Reorganizations

Effective December 31, 1996, we entered into an agreement and plan of
reorganization, whereby we purchased television station K13VE Channel 13 in
Baton Rouge, Louisiana.  In this transaction, David M. Loflin received
227,336 shares of our common stock for his ownership in this television
station.  The television station was valued at $263,106, which was
determined pursuant to the appraisal described above.  Mr. Loflin's
acquisition costs relating to the rights to K13VE Channel 13 were $6,750.
An additional $10,587 in costs was capitalized.

Effective December 31, 1996, we entered into an agreement and plan of
reorganization, whereby we purchased licenses and leases of licenses of
wireless cable television channels in Poplar Bluff, Missouri, and Lebanon,
Missouri.  In this transaction, David M. Loflin received 1,179,389 shares
of our common stock valued at $1,364,553; Ross S. Bravata, one of our
directors, received 42,887 shares of our common stock valued at $49,620;
and Michael Cohn, one of our directors, received 53,608 shares of our
common stock valued at $62,024.  The values assigned to the assets acquired
from Messrs. Loflin, Bravata and Cohn were determined pursuant to the
appraisal described above.  The acquisition costs of these assets were
$179,611, which is reflected in our financial statements.  At the time of
this transaction, Messrs. Bravata and Cohn were not directors.

Securities Purchases

In March 1997, Michael Cohn purchased 20,000 shares of our common stock for
$50,000 in cash. At the time of this transaction, Mr. Cohn was not a director.

In January 1999, Mr. Cohn purchased 30,000 units of our securities in a
private offering, at a purchase of $4.50 per unit, or $135,000 in the
aggregate.  Each unit purchased by Mr. Cohn consisted of one share of our
common stock and one common stock purchase warrant to purchase one share of
our common stock at an exercise price of $7.00 per share.  Mr. Cohn
purchased units on the same terms and conditions as were offered to
unaffiliated persons.

In November 1999, Mr. Cohn purchased 50,000 units of our securities in a
private offering, at a purchase of $3.00 per unit, or $150,000 in the
aggregate.  Each unit purchased by Mr. Cohn consisted of one share of our
common stock and one common stock purchase warrant to purchase one share of
our common stock at an exercise price of $7.00 per share.  Mr. Cohn
purchased units on the same terms and conditions as were offered to
unaffiliated investors.

Stock Bonus

In March 1998, four of our directors, Waddell Loflin, Ross S. Bravata,
Richard N. Gill and Michael Cohn, were issued 20,000 shares each of our
common stock as a bonus for their services as directors.  These shares were
valued by the board of directors at $.80 per share.  However, for financial
reporting purposes, these shares were valued at $.56 per share, the last
closing bid price for our common stock prior to issuance.

Employment Agreements

Each of our officers have entered into employment agreement, as well as
confidentiality agreements and agreements not to compete.

Name of Officer      Position(s)         Term          Salary        Date

David M. Loflin      President           7 years       $150,000(1)   6/1/99

Waddell D. Loflin    Vice President      7 years       $100,000(2)   6/1/99
                      and Secretary

James Kaufman        Vice President,     1 year        $120,000(3)   3/22/99
                      Corporate
                      Development

Darrell Davis        Vice President,     5 years       $86,000       10/4/99
                      U.S. Internet
                      Operations
____________
(1) Mr. Loflin has agreed to defer payment of his salary until we are able
to pay it.  We owe Mr. Loflin deferred salary in the amount of $87,500.
(2) Mr. Loflin has agreed to defer payment of his salary until we are able
to pay it.  We owe Mr. Loflin deferred salary in the amount of $58,000.
(3) At our option, up to 80% of Mr. Kaufman's salary is payable in shares
of our common stock valued at market prices for our common stock.

In January 1999, we entered into an employment agreement with Julius W.
Basham, II, currently a director and our former chief operating officer.
Pursuant to the terms of a settlement agreement, Mr. Basham resigned as
chief operating officer on January 4, 2000.

Voting Agreement

On January 29, 1999, David W. Loflin, Waddell D. Loflin, Julius W. Basham,
David W. Brown and Wm. Kim Stimpson entered into a voting agreement,
whereby all of these persons are required to vote all shares owned by them
for David M. Loflin, Waddell D. Loflin and Julius W. Basham in all
elections of directors of USURF America.  Currently, approximately
5,900,000 shares are subject to this voting agreement.

Settlement Agreement

On November 30, 1999, we entered into a settlement agreement and mutual
release, which settled certain legal proceedings in which USURF America and
CyberHighway, had been involved.  The parties to the settlement agreement
were: USURF America, CyberHighway, Julius W. Basham, II, William Kim
Stimpson and David W. Brown.

Under to the settlement agreement, the following legal proceedings have
been settled in full:  (1) David W. Brown, Plaintiff v. USURF America, Inc.
and Cyberhighway, Inc., Defendants, in the District Court of the Fourth
Judicial District of the State of Idaho, in and for the County of Ada,
Civil Case No. CV OC 9904230D; (2) Julius W. Basham, II, Individual
Plaintiff, David W. Brown, William Kim Stimpson, Individuals, Involuntary
Party Plaintiffs v. USURF America, Inc., formerly known as Internet Media,
Inc., in the District Court of the Fourth Judicial District of the State of
Idaho, in and for the County of Ada, Civil Case No. CVOC 9904382D; and (3)
David W. Brown, Claimant v. Cyberhighway, Inc., Respondent, Industrial
Commission, State of Idaho, IDOL 3362-1999.

Other material terms of the settlement agreement include

	-	each and every of the claims made in the legal proceedings described
above by Basham, Stimpson and Brown were dismissed with prejudice and any
other potential claims of Basham, Stimpson and Brown against USURF America
and/or CyberHIghway released;

	-	USURF America and CyberHighway released any and all claims against
Basham, Stimpson and Brown;

	-	Basham, Stimpson and Brown each reaffirmed their existing agreements not
to compete, with the exception that Brown is now able to seek any
employment opportunity, except that Brown remains prohibited from working
for any person or entity engaged in the 2.4 GHz wireless Internet access
industry;

	-	Basham, Stimpson and Brown each reaffirmed their existing
confidentiality agreements in their entirety;

	-	USURF America delivered a total of 340,000 shares of common stock, as
follows: 215,000 shares to Basham; 34,000 shares to Stimpson; and 91,000
shares to Brown;

	-	Basham resigned as chief operating officer of USURF America;

	-	USURF America shall, as reimbursement for attorneys fees incurred by
Basham, Stimpson and Brown, pay the total sum of $43,325, in 10 equal
installments payable every other week, to the law firm of Givens Pursley,
Boise, Idaho;

	-	each of Basham, Stimpson and Brown acknowledged that the voting
agreement among Basham, Stimpson, Brown, David M. Loflin and Waddell D.
Loflin remained in full force and effect; and

	-	nothing contained in the settlement agreement is construed as an
admission of liability by any party to the settlement agreement.

For a discussion on the financial impact of the settlement agreement,
please see "Management's Discussion and Analysis of Financial Condition and
Results of Operations".

The board of directors determined that entering into the settlement
agreement was in the best interest of USURF America.

H + N Partners

During 1998, we issued a total of 187,000 shares of our common stock to H +
N Partners, a fictitious name division of B. Edward Haun & Company, a
Denver, Colorado-based investment banking and research firm in which James
Kaufman, our Vice President - Corporate Development, was a partner.  Mr.
Kaufman received a portion of the shares issued to H + N Partners.  37,000
of the shares were valued at $2.00 per share and 150,000 of the shares were
valued at $2.50 per share.  All of the shares issued to H+N Partners were
the subject of effective registration statements filed with the SEC.  Mr.
Kaufman was not an officer at the time of the stock issuances to H + N
Partners.

Also during 1998, in connection with a private offering of our securities,
we issued  to H + N Partners 56,667 warrants to purchase a like number of
shares of our common stock at an exercise price of $1.25 per share and
56,667 warrants to purchase a like number of shares of our common stock at
an exercise price of $1.50 per share.  H+N Partners is a selling
shareholder under this prospectus as to all of the shares underlying these
warrants.  Mr. Kaufman was not an officer at the time of the warrant
issuances to H + N Partners.

Appraisal

  Background.

The appraisal referred to above was prepared by Broadcast Services
International, Inc., a Sacramento, California-based communications
appraisal firm.  The report of Broadcast Services was based on 1990 Census
Data.  With respect to the wireless cable markets, the engineering studies
relied upon by Broadcast Services indicate the number of households within
the broadcast radius using the 1200 MHZ frequency.  The 1200 MHZ frequency
was assumed, due to Broadcast Service's experience that, given all of the
variables that may be present in a market-by-market system build-out, the
actual benchmark performance is more truly reflected by using the higher
(1200 MHZ) frequency, such that the signal attenuation is not over-stated.
Valuation formulas for the wireless cable markets were based on initial
public offerings within the wireless cable industry during the past three
years.  The formulas used in evaluation of the broadcast channels were
based on recent sales and market evaluation techniques employed by the
Community Broadcasters Association, among others.

  Use of Appraisal.

At our inception, the board of directors adopted a plan that provided that
our initial capitalization be 6,000,000 shares.  1,800,000 of these shares
were sold as founders' stock and 360,000 shares were sold to a public
company for distribution as a dividend.  The balance of these shares,
3,840,000 shares, were to be utilized to acquire assets, which were
acquired pursuant to the subscription agreements  and the reorganization
agreements described above.  The board of directors utilized the appraisal
as a means to allocate the 3,840,000 shares among the assets acquired, as
follows:

                           Appraised Value   Shares of Common   Historical
Cost
Transaction              of Assets Acquired    Stock Issued        of
Assets
-----------              ------------------  ----------------
---------------

Subscription Agreement
 with David M. Loflin       $1,826,873           1,578,512         Unknown

Subscription Agreement
 with Waddell D. Loflin        120,652             104,249         Unknown

First Reorganization           263,106             227,336         $ 17,337

Second Reorganization        2,233,555           1,929,903         $179,611
                             ---------           ---------          -------
            Total           $4,444,186           3,840,000         $196,948

The apparent $1.157 per share value was determined by dividing the
3,840,000 shares of our common stock allocated by the board of directors
for asset acquisition into the $4,444,186 total appraised value of the
assets acquired.  The board of directors utilized this apparent per share
value for corporate purposes, that is, the determination of consideration
received for the issuance of shares of our common stock.  However, the
independent appraiser did not value the shares of our common stock issued
in consideration of the assets acquired.  Rather, the independent appraiser
valued only the assets acquired by us in the various transactions.  The
$1.157 per share figure was utilized by the board of directors primarily as
a means of allocating the 3,840,000 shares among the four asset acquisition
transactions consummated in completing its plan for our initial
capitalization.  Thus, the $1.157 figure, while utilized in two ways by the
board of directors, was determined arbitrarily by the board of directors
and is not based on any accounting or other financial criteria.

The appraised value of the assets described above bears no relationship to
the costs of the assets to the affiliates from whom they were acquired.

                             PRINCIPAL SHAREHOLDERS

There are 12,900,477 shares of our common stock issued and outstanding.
The following table sets forth certain information regarding the current
beneficial ownership of our common stock, and after giving effect to (1)
the issuance of all 2,000,000 shares of acquisition stock and (2) the
issuance of all 330,477 shares of common stock underlying currently
outstanding options and warrants, by (i) persons known to be beneficial
owners of more than 5% of our common stock, (ii) each our officers and
directors and (iii) our officers and directors, as a group.  Unless
otherwise noted, the address of the listed persons is 8748 Quarters Lake
Road, Baton Rouge, Louisiana 70809.

Name and                 Shares                   Shares
Address of               Owned         Percent    Owned           Percent
Beneficial Owner         Beneficially  Owned(1)   Beneficially    Owned(2)
----------------         ------------  --------   ------------    --------

David M. Loflin(3)        3,565,903     26.95%     3,565,903       23.41%

Waddell D. Loflin(3)        120,000       *          120,000         *

Julius W. Basham, II(3)   1,609,000     12.16%     1,609,000       10.56%
6176 Laurelwood Drive
Reno, NV 89509

James Kaufman               452,500      3.42%       452,500        2.97%
665 W. Velarde Drive
Thousand Oaks, CA 91360

Darrell Davis                70,000       *           70,000         *

Richard N. Gill              20,000       *           20,000         *

Ross S. Bravata              32,000       *           32,000         *

Michael Cohn                217,000(4)   1.64%       137,000(5)      *

All officers and
 directors as a
 group (8 persons)        6,085,903     45.99%     6,085,903       39.96%
_______________
* Less than 1%.
(1)  Based on 13,230,954 shares outstanding, assuming the issuance of all
330,477 shares underlying currently exercisable warrants, but prior to the
issuance of any shares of acquisition stock.
(2)  Based on 15,230,954 shares outstanding, assuming the issuance of all
330,477 shares underlying currently exercisable warrants and all 2,000,000
shares of acquisition stock.
(3)  All of the shares owned by this shareholder are subject to a voting
agreement and must be voted for David M. Loflin, Waddell D. Loflin and
Julius W. Basham, II, in all elections of directors.
(4) 80,000 of these shares have not been issued, but underlie currently
exercisable warrants.
(5) Assumes all 80,000 shares underlying warrants owned by Mr. Cohn are
purchased and sold under this prospectus.

                                   LITIGATION

In September 1999, we tendered the acquired shares of capital stock of Net
1, Inc. for rescission.  We made this tender of rescission, due to numerous
and material misrepresentations made by Net 1 and its principals.  We had
intended to commence arbitration to pursue its rescission claim.  However,
one of the former owners of Net 1, Knud Nielsen, III, has instituted
arbitration, through the American Arbitration Association, and is seeking
to enforce certain registration rights associated with a portion of the
shares of our common stock received by him in the acquisition transaction.

Now, we will present the rescission claim as a counterclaim in the pending
arbitration proceeding.  The counterclaim will be made against Net 1 and
its former owners, including Mr. Nielsen, wherein we will seek to rescind
the acquisition transaction that occurred in August 1999, and recover the
250,000 shares of common stock issued in connection with the acquisition.
We will allege fraud and the failure to make statements necessary to make
statements made not misleading.  Although we believe we will be successful
in this arbitration proceeding, no prediction in this regard can be made.

                             PLAN OF DISTRIBUTION

The shares of acquisition stock will be offered by us from time to time in
business combination transactions.  It is our intention to search actively
for business combinations, which may be in the form of mergers,
stock-for-stock exchanges or stock-for-assets acquisitions.  We will not
derive cash proceeds from any issuances of the acquisition stock.  We have
made no commitments involving the issuance of the acquisition stock.  The
price per share of the acquisition stock will be negotiated on a
transaction-by-transaction basis and we cannot predict the actual
negotiated price.

The selling shareholder stock is being offered for sale by the selling
shareholders.  Consequently, the selling shareholders will receive the
proceeds from the sale of the selling shareholder stock.  The shares of
selling shareholder stock may be sold to purchasers, from time to time, in
privately negotiated transactions directly by, and subject to, the
discretion of the selling shareholders.  At the time of a particular offer
of the selling shareholder stock is made by or on the behalf of a selling
shareholder, a prospectus and, to the extent required, a prospectus
supplement, will be distributed.  The selling shareholder stock may be sold
from time to time in one or more transactions: (i) at an offering price
which is fixed or which may vary from transaction to transaction depending
upon the time of sale or (ii) at prices otherwise negotiated at the time of
sale.  The prices will be determined by the selling shareholders.  We have
agreed to pay nearly all of the expenses incident to the registration of
the selling shareholder stock.

                             SELLING SHAREHOLDERS

The following table assumes that each selling shareholder is offering for
sale shares of common stock previously issued or issuable by us.  We have
agreed to pay all expenses in connection therewith (other than brokerage
commissions and fees and expenses of counsel of the respective selling
shareholders).  Except for Michael Cohn and Darrell Davis, none of the
selling shareholders has ever held any position with us or had any other
material relationship with us.  The following table sets forth the
beneficial ownership of the shares of the selling shareholder stock by each
person who is a selling shareholder.  We will not receive any proceeds from
the sale of the selling shareholder stock by the selling shareholders.

                           Shares of      Shares of
                           Common         Common
                           Stock          Stock         Percentage Owned
                           Beneficially   Being      Before           After
Name of Beneficial Owner   Owned          Offered   Offering(1)    Offering(2)
------------------------   ------------   --------- -----------    -----------

Dennis A. Faker              150,000      50,000       *               *
Jeanne Rowzee                 30,000      10,000       *               *
Albert Gottlieb               30,000      10,000       *               *
Rogers Family Trust           45,000      15,000       *               *
Barbara V. Schiller           90,000      30,000       *               *
Delaware Charter Guarantee
 & Trust Company f/b/o
 Clarence Yim IRA             60,000      20,000       *               *
Delaware Charter Guarantee
 & Trust Company f/b/o
 R. Logan Kock IRA            60,000      20,000       *               *
H + N Partners               113,334(3)  113,334       *               *
Centex Securities, Inc.       12,143(4)   12,143       *               *
Terry Lewis                   21,857      21,857       *               *
Michael Cohn                 217,000(5)  130,000      1.64%            *
Walter C. Schiller            20,000(6)   10,000       *               *
Michael R. Van Geons          20,000(7)   10,000       *               *
Harry P. Kunecki Trust        10,000(8)    5,000       *               *
Frank L. Leyba                10,000(9)    5,000       *               *
Shelter Capital, Ltd.         50,000(10)  25,000       *               *
Walter Engler                 20,000(11)  10,000       *               *
Alan Taylor                  122,405      31,750       *               *
CyberHighway of North
  Georgia, Inc.               53,000      53,000       *               *
Mark Bove                    150,000      30,000      1.10%            *
Darrell Davis and
 Deanna Davis                 75,000      21,000       *               *
Roger Davis and
 Gloria Davis                 30,000       9,000       *               *
Peter Rochow                  30,000      30,000       *               *
Nostas/Faessel Group          30,000      30,000       *               *
JF Mills/Worldwide             6,000       6,000       *               *
The Research Works, Inc.      60,000(12)  60,000       *               *
Cyber Mountain, Inc.          25,000      25,000       *               *
Diggs W. Lewis, Jr.           64,272      20,000       *               *
Ryan D. Thibodeaux            25,000       6,250       *               *
Ryan G. Campanile             25,000       6,250       *               *
The Humbolt Corporation       60,000      60,000       *               *
____________
(1) Based on 13,230,954 shares outstanding, assuming the issuance of a
total of 330,477 shares of common stock that can be acquired by any person
pursuant to any option, warrant or other right within 60 days of the date
of this prospectus, all of which are deemed outstanding for the purpose of
computing the percentage of existing shares beneficially owned by each
person listed, but prior to the issuance of the 2,000,000 shares of
acquisition stock.
(2)  Based on 15,230,954 shares outstanding, assuming the issuance of all
330,477 shares of common stock that can be acquired by any person pursuant
to any option, warrant or other right within 60 days of the date of this
prospectus, all of which are deemed outstanding for the purpose of
computing the percentage of existing shares beneficially owned by each
person listed, and all 2,000,000 shares of acquisition stock.
(3) All of these shares underlie currently exercisable warrants; none of
these shares has been issued.
(4) All of these shares underlie currently exercisable warrants; none of
these shares has been issued.
(5) 80,000 of these shares underlie currently exercisable warrants; only
137,000 of these shares have been issued.
(6) 10,000 of these shares underlie currently exercisable warrants; only
10,000 of these shares have been issued.
(7) 10,000 of these shares underlie currently exercisable warrants; only
10,000 of these shares have been issued.
(8) 5,000 of these shares underlie currently exercisable warrants; only
5,000 of these shares have been issued.
(9) 5,000 of these shares underlie currently exercisable warrants; only
5,000 of these shares have been issued.
(10) 25,000 of these shares underlie currently exercisable warrants; only
25,000 of these shares have been issued.
(11) 10,000 of these shares underlie currently exercisable warrants; only
10,000 of these shares have been issued.
(12) All of these shares underlie currently exercisable warrants; none of
these shares has been issued.

                             DESCRIPTION OF SECURITIES

Authorized Capital Stock

Our authorized capital stock consists of 100,000,000 shares of common
stock, $.0001 par value per share.  The following description of certain
provisions of our common stock does not purport to be complete and is
subject to, and qualified in its entirety by, the provisions of the our
Articles of Incorporation, as amended.

Description of Common Stock

There are 12,900,477 shares of our common stock outstanding.  An additional
330,477 shares of common stock have been reserved for issuance pursuant to
various warrants.  Each share of common stock is entitled to one vote at
all meetings of shareholders.  All shares of common stock are equal to each
other with respect to liquidation rights and dividend rights.  There are no
preemptive rights to purchase any additional shares of common stock, nor
are there any subscription, conversion or redemption rights applicable to
the common stock.  Our Articles of Incorporation, as amended, prohibit
cumulative voting in the election of directors.  The absence of cumulative
voting means that holders of more than 50% of the shares voting for the
election of directors can elect all directors if they choose to do so.  In
such event, the holders of the remaining shares of common stock will not be
entitled to elect any director.  A majority of the shares entitled to vote,
represented in person or by proxy, constitutes a quorum at a meeting of
shareholders.  In the event of liquidation, dissolution or winding up,
holders of shares of common stock will be entitled to receive, on a pro
rata basis, all assets remaining after satisfaction of all liabilities.
All outstanding shares of common stock are fully paid and non-assessable.

Transfer Agent and Registrar

Securities Transfer Corporation, Dallas, Texas, is the transfer agent and
registrar for our common stock.

                               LEGAL MATTERS

The law firm of Newlan & Newlan, Lewisville, Texas, has acted as our legal
counsel in connection with the registration statement of which this
prospectus forms a part and related matters.  The partners of the firm of
Newlan & Newlan own a total of 378,166 shares of our common stock.

                                  EXPERTS

Our financial statements that appear in this prospectus have been audited
by Weaver and Tidwell, L.L.P., independent auditor, for the period
indicated in its report thereon.  The financial statements audited by
Weaver and Tidwell, L.L.P., have been included in reliance on its reports
given as its authority as an expert in accounting and auditing.

On January 11, 2000, Weaver and Tidwell, L.L.P. was dismissed as our
independent auditor.

                       WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-1 (including its exhibits
and schedules) with the SEC under the Securities Act with respect to our
common stock to be sold in this offering.  This prospectus, which is part
of the registration statement, does not contain all of the information
included in the registration statement.  Certain information is omitted and
you should refer to the registration statement and its exhibits.  With
respect to references made in this prospectus to any contract, agreement or
other document of USURF America, such references are not necessarily
complete and you should refer to the exhibits attached to the registration
statement for copies of the actual contract, agreement or other document.
You may review a copy of the registration statement, including exhibits, at
the SEC's public reference room at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
SEC located at Seven World Trade Center, Suite 1300, New York, New York
10048, or at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661.  Please call 1-800-SEC-0330 for further information about
the operation of the public reference rooms.  The registration statement
and our other SEC filings can also be reviewed by accessing the SEC's
Internet site at http://www.sec.gov, which contains reports, proxy and
information statements and other information regarding registrants that
file electronically with the SEC.

We file annual, quarterly and current reports, proxy statements and other
information with the SEC.  You may read and copy any reports, statements or
other information on file at the public reference rooms.  You can also
request copies of these documents, for a copying fee, by writing to the SEC.

We will furnish our shareholders with annual reports containing financial
statements audited by our independent auditors and to make available to our
shareholders quarterly reports containing unaudited financial data for the
first three quarters of each fiscal year.




