SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                             FORM 10-KSB
(Mark One)
[X]            ANNUAL REPORT UNDER SECTION 13 OR 15(d)
               OF THE SECURITIES EXCHANGE ACT OF 1934 

                      For the fiscal year ended 
                          December 31, 1998
   OR
[  ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR
             15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from          to        

                    Commission file number 0-23769                  
                                                                    
  

                          AMERICOM USA, INC.
        (Exact name of registrant as specified in its charter)

     Delaware                                  52-2068322
 (State or other jurisdiction                 (I.R.S. Employer
of  incorporation or organization)            Identification No.)
                          
                          1303 Grand Avenue
                   Arroyo Grande, California 93420
         (Address of principal executive offices)  (zip code)

              Issuer's Telephone Number:    805/542-6700
                                   

Securities registered under Section 12(g) of the Exchange Act:    
Common Stock, $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the last 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.   Yes   X          

Check if there is no disclosure of delinquent files in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.            $0

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60
days.     $21,489,782 based on sale of common stock at $2.00 per share

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

Class                                     Outstanding at March 24, 1999
Common Stock, par value $0.0001                      31,943,528

Documents incorporated by reference:     Form 8-K/A #1 filed February 18, 1999
                                         Form 8-K filed February 23, 1999


                                         PART I

ITEM 1.  DESCRIPTION OF BUSINESS

OVERVIEW   

        The Company's primary business is providing systems for the
delivery of advertisements and merchandising on Internet Web sites
through its proprietary technology systems, AdCast(R) and
TrueManagement(R).  The AdCast system is the primary product offered
by the Company.  The AdCast system is an advertising delivery system
which delivers non-scrollable advertisement frames ("billboards")
which can contain animated ads lasting from 15 to 90 seconds in
length with audio, video and pop-up frame capability to Web sites
which have agreed to the placement of a billboard on such Web site 
("AdCast Affiliates") as well as hot links to other Web sites. (For
the Company's own descriptive purposes Web site owners which have
agreed to the placement of a billboard ad are referred to as "AdCast
Affiliates" and their respective Web sites as "AdCast Affiliate
Sites".  They are not affiliates as that term is used by the 
Securities and Exchange Commission and they do not directly or
indirectly control, nor are controlled by, or are under common
control with, the Company.)

        The AdCast advertisement space appears on a AdCast Affiliate
Site each time a visitor to that Web site logs on. The ad appears as
an outlined frame in which an advertisement is run.  Because the
AdCast frame does not scroll, complete viewing of the advertisement
is likely despite the typical paging and scrolling that occurs
during a Web site visit.

        The TrueManagement system provides management tools,
analytical reports, and operating control data pertaining to
advertising on the Internet for users of the AdCast system. 

        The Company contracts with Web site owners to allow
placement of the AdCast billboards on the Web sites and the Company
sells the billboard space to advertisers and sponsors.  The AdCast
Affiliates receive a fee based on the number of visitors to their
Web site and advertising credits which can be used to promote their
Web site on other AdCast Affiliate Sites.  To date, the Company has
only received negligible revenues.

        The pricing structure for the AdCast advertising rates is
based on spot minute increments, similar to spot pricing on
television.  Similar to television, billboard ads can vary in
length. Unlike television, however, AdCast billboard ads play only
when a viewer is watching i.e. a Web site visitor has logged on. 
The billboard ad delivery is initiated by the act of visiting an
AdCast Affiliate Site.  The Company has not received any revenues to
date from the sale of its billboard advertising.  

BACKGROUND AND CURRENT TRANSACTIONS  

        The Company was incorporated in Delaware in 1994 to market
MyLine, a telecommunication system developed under contract by RMC
Diversified Associates International, Ltd.  ("DAI"), a California
company under contract to Americom Ltd., a Turks and Caicos
corporation.  DAI was owned by Robert Cezar, Chief Executive Officer
and a director of the Company.  In April, 1996, Americom Ltd. sold
the technology to Enhanced Service Providers LLC ("ESP"), a
Massachusetts corporation.  As part of the transaction the Company
was required to release its international marketing rights to the
MyLine technology to Americom Ltd.  As consideration, the Company
received $540,000 in cash and 161,000 shares of ESP common stock. 
The ESP common stock has been valued at $0 in the Company's
financial statements.  Following the sale of the marketing rights to
the MyLine technology, the Company was inactive until July, 1998,
when it acquired, as a wholly-owned subsidiary, DAI, which had
developed the AdCast and TrueManagement technologies.  Since the
acquisition of DAI, the Company has concentrated, through its
subsidiary DAI, on enhancement of these technologies.

        During 1997 and 1998, the Company (and its subsidiary, DAI)
operated at a loss and financed its operations almost entirely from
the sale of convertible promissory notes and other debt instruments,
some of which notes have been converted into shares of the Company's
common stock.  As of December 31, 1998, the Company had outstanding
short-term promissory notes aggregating $941,437.  There is no
assurance that the Company will not continue to operate at a loss
and that it will be able to continue its operations. 

        On January 29, 1999, the Company completed an offering of
2,350,000 shares of its common stock for an aggregate sales price of
$3,687,500 to investors located outside the United States through
Asia Pacific Finance Group Ltd., a British Virgin Island
corporation.  The Company's current sources of funds to date have
been the sale of its equity securities and convertible promissory 
notes.

             Effective March 11, 1999, the Company entered into an
Agreement of Purchase and Sale and Exclusive Licensing of Technology
with Americom Ltd., which provides for the Company to acquire
My-Line and InstAccount. My-Line is an enhanced, feature rich,
remotely programmable, personal telecommunication system.
InstAccount is a real time communication accounting and management
tool. The agreement provides for the Company to pay aggregate
consideration of (i) $538,000 in cash over a two year term, (ii)
500,000 shares of common stock of the Company and (iii) re-conveyance
of all shares held in ESP. My-Line provides the platform which will
form the basis for the development of System 7.  SEE "Research and 
Development".

OPERATIONS   

        The Company began online operations on February 1, 1999
showing unpaid advertisements while it tests the AdCast system. 
This phase is commonly referred to as the "beta" phase of
development.  The Company is currently displaying approximately
900,000 unpaid ads per day.   These ads are displayed on the AdCast
Affiliate Sites and are ads promoting products of the Company's
sponsorship advertiser, advertisers with whom the Company has
entered into commission based contracts and cross-promotion of
AdCast Affiliate Sites.  

        The Company anticipates that it will receive revenue from
(i) its sponsorship ad program (see "Marketing") which provides
display of a sponsor's logo on AdCast Affiliate Sites (ii) sale of
advertising space on the billboard ads displayed on AdCast Affiliate
Sites and (iii) commissions from sales of merchandise from ads
displayed.  As of the date hereof, the Company has one member in its
sponsorship program and has received negligible revenues from sales
of merchandise and no revenue from the sale of paid advertisements. 

        The Company's main target industry to date has been to
aggregate site owners of Web sites concerning the sport of
wrestling.  The Company believes that it has almost saturated this
market and intends to focus on more diverse site groups.

        The Company currently has four subsidiaries: RMC Diversified
Associates International, Ltd. ("DAI"), AdCast, Inc., AdCast Canada
Inc, and Kiosk Software, Inc.  

        DAI.  DAI is a wholly-owned subsidiary of the Company and
serves as its engineering and ongoing research and development arm. 
DAI entered into an agreement and plan of reorganization with Jim
and Jon Tech, a California company, on February 26th, 1999, to
acquire certain technology.  The agreement, and amendment thereto,
provides for the Company to acquire all of the assets of Jim and Jon
Tech, including the J-Engine Tool (see "DAI Technology"), for
consideration to each of the two shareholders, Jon Iverson and Jim
Heintz, of (i) a total of 200,000 shares of common stock of the Company
to be divided pro rata between the two shareholders in accordance with
their original shareholders in Jim and Jon Tech, (ii) options
for each of the two shareholders to purchase 300,000 shares of 
the common stock of the Company at an exercise price of $2.00 per share,
(iii)  $100,000 for each of the two shareholders in cash, payable in 
installments, and (iv) Jon Iverson will serve as president of DAI and 
Jim Heintz will serve as chief technological officer of DAI.  The agreement 
is subject to certain contingencies which have not yet been met and there is 
no assurance that the transaction will be closed.  If the transaction
is closed, the Company will file a Form 8-K with the terms of the
transaction.  Robert M. Cezar is the president, secretary and sold
director of  DAI.

        AdCast, Inc.  AdCast, Inc. is a wholly-owned subsidiary of
the Company and is responsible for marketing and sales of the AdCast
and TrueManagement technologies.  Robert M. Cezar is the president,
secretary and sold director of AdCast, Inc.
 
        AdCast Canada Inc.  AdCast Canada Inc. is a wholly-owned
subsidiary of the Company and was incorporated March 11, 1999 to
cultivate the Canadian and European marketplaces for the Company's
technologies.  AdCast Canada Inc. is engaged in the marketing of the
AdCast technologies in Canada and Europe with its headquarters in
Toronto, Ontario, Canada.  Malcolm Cullen serves as president of
AdCast Canada, Inc., , Jayson Schwarz as its secretary and Robert
Cezar serves as its Chairman.  Messrs. Cullen, Schwarz and Cezar are
the directors of AdCast Canada, Inc.
 
        Kiosk Software, Inc.   Kiosk Software, Inc. (formerly Kiosk
Acquisition, Inc.) is a newly-formed, wholly-owned subsidiary which
effected a merger with an existing privately owned company, Kiosk
Software, Inc. on February 8, 1999, and subsequently adopted that
company's name.  Kiosk Software, Inc. is engaged in the development
and delivery of products and services for the deployment of
interactive kiosk software applications.  Kiosk Software, Inc.
provides complete kiosk development services from design through
delivery.  It specializes in multi-media software development in
addition to full kiosk integration and support including graphics
for effective user interface, custom cabinet design, multimedia
software development and development of custom applications for
education, retail and tourist environments.  Its primary products
are the Kiosk Operating Suite (K/OS), a proprietary kiosk
application development tool and TerraVista, a product for Internet
access control.   Kiosk Software, Inc. uses its proprietary software
to manage and update remote systems from a central location.  Kiosk
Software, Inc. had revenues for 1998 (unaudited) of approximately
$327,000 with a net loss (unaudited) of approximately $300,000.  The
Company has advanced Kiosk Software, Inc. an aggregate amount of
$629,950 to pay its outstanding liabilities.  Lori Fisher, the
principal shareholder of Kiosk Software, Inc., was appointed the
sole director, president and chief operating officer of Kiosk
Software, Inc. at an annual compensation of $100,000 plus other key
employee benefits including the lease of a company car.  

ADCAST TECHNOLOGY

        AdCast.  The AdCast system delivers to AdCast Affiliate
Sites non-scrollable billboards in which animated ads of 15 to 90
seconds in length are placed.  The AdCast system also provides
various audience measurements tools for the AdCast Affiliate and to
the billboard advertiser.  Measurements provided include such items
as number of click-throughs, number of times an advertisement is
viewed and duration of stay on a Web site.  This data is provided
to both advertisers and the AdCast Affiliates enabling them to make
adjustments to their advertisements or Web sites, respectively, to
increase effectiveness. 

        TrueManagement. TrueManagement provides a series of
management tools that enable AdCast Affiliates to maintain
interaction between the AdCast system and their AdCast Affiliate
Sites.  In addition, the AdCast Affiliate can use the TrueManagement
system to manage their own promotional advertising campaigns via the
AdCast delivery system, analyze specific billboard advertisement
performance, and obtain real-time reports displaying visits to their
site, by hour, day, or month.

        For the advertiser, TrueManagement permits advertisers to
monitor the results of their advertisements and to easily make
adjustments to ad campaigns as needed.

        Benefits of the AdCast and TrueManagement Systems.   The
Company believes that what differentiates the AdCast system from
other Internet advertising delivery systems is its ability to allow
advertisers to eliminate waste in advertising dollars by setting the
precise number of advertisements and click-throughs per visitor, on
a per day, per month, and/or per campaign basis. AdCast offers all
of the traditional features of existing Internet ad delivery systems
with accountability, by providing both the AdCast Affiliates and
advertisers with detailed information concerning the performance of
advertising campaigns.

        The benefits of the AdCast system include:

        *        Non-scrolling billboard ads which can be set for
                 durations from 15 to 90 seconds featuring audio,
                 video, pop-up animation frames and hot links.

        *        Non-scrolling billboard ads appearing at the bottom
                 of the Web site page during a Web site visitor's
                 entire stay with a clickable link to that company's
                 Web site or other post-processing facilities.

        *        Specified number of times that ads are shown to
                 each specific visitor, per day, per month or for
                 the entire ad campaign.
                 
        *        Ability to provide hot-links to on-line ordering,
                 coupon printing, special offers and more capabilities.

        The TrueManagement system contains tools that enable AdCast
Affiliates and advertisers to control, review, and manage certain
standard features.  Some of the benefits of the TrueManagement
system include:

        *        Reliable audience measurement as well as collection
                 of historical data for analysis and review.  

        *        Free and easy access to the information generated
                 by TrueManagement and to AdCast on-line by
                 advertisers and Web site hosts.
        
        *        Ability of advertisers to easily change or perfect
                 their ad.

        *        Real-time information including total number of new
                 visitors, daily visitors, cumulative repeat
                 visitors and cumulated total visitors.

KIOSK SOFTWARE TECHNOLOGY

        Kiosk Operating Suite ("K/OSTM").   K/OS is a fully
developed kiosk developer tool kit which includes remote management,
usage and event logging, read/write access for standard Open
Database Connectivity (ODBC/JDBC) databases and program interfaces
to common peripherals.  K/OS enables software programmers to easily
create interactive business solutions,  maintain hardware and remotely
manage public access kiosks.  The system is designed to be
steadfastly reliable and easy to customize.  K/OS can deliver any
interactive, multimedia content that can be viewed or played using
Microsoft Internet Explorer.  The product provides system
flexibility through its Java and ActiveX interfaces.

        TerraVistaTM.  TerraVista, an extension of Microsoft's
Internet Explorer, controls public access on the Internet by serving
as a programmable gateway to selected Internet sites.  TerraVista
gives the system administrator the tools to focus a user's attention
to those portions of the Internet that have been pre-selected and
approved.  TerraVista constrains the hardware to prevent the user
from circumventing the system.  TerraVista is a fail-safe solution,
ideal for use in academic environments, libraries, correctional
facilities, corporate visitor centers and other public areas.

DAI TECHNOLOGY

        Pursuant to the reorganization agreement with Jim
and Jon Tech, DAI will acquire the J-Engine Tool.  The J-Engine Tool is a 
portable, scalable,modular approach to building and managing Web sites.  
The J-Engine Tool provides Internet Service Providers ("ISPs") with the 
ability to sell turnkey systems such as content management and e-commerce to
an unlimited number of users with unlimited customization.  The
J-Engine Tool can be used to target both business-to-consumer and
business-to-business clients.  This is achieved with the
implementation of a powerful layout function that allows
customization, via on-line interface, all the way from final
Web-page design down to the look of the program interface layouts
themselves.  The J-Engine Tool also allows the Web site manager to
control access to the management system developed for their Web site
through specified  password protection.

        Fields can be added or deleted at will because the J-Engine
Tool technology is based on an object database.  Java Servlets allow
the program to be implemented in virtually any environment and as a
result, the J-Engine Tool's modular architecture makes it easy to
add new functionality as needed. This could allow for example, a Web
polling or statistics module to be added to help a user create a
more compelling Web site. This means that not only will the program
meet today's e-commerce needs, it can be fashioned into any number
of new uses, virtually without limit.

        The layout section allows for virtually unlimited control
over commerce page layouts, text and graphics, checkout screens,
product layouts and even the layout of the program and editor
itself.  This includes complete access to database variables and
programming constructs such as "if", "while", and others.  Complete
control of all HTML elements  is also possible.

MARKETING 

             The Company is marketing the AdCast system through its
wholly-owned subsidiary AdCast, Inc. to domestic and foreign
businesses involved in publishing and commerce over the Internet. 
Domestic and non-Canadian/European international marketing
operations are handled through the Company's California
headquarters.  European and Canadian marketing is handled by AdCast
Canada, Inc., the Company's wholly-owned Canadian subsidiary.

             The Company entered into a joint-development agreement
with Systeam, SpA, an Italian information technology company, to
participate in the development, enhancement and expansion of the
Company's products.  Systeam has had its personnel at the
headquarters of the Company for much of February and March, 1999, to
assist in the technical changes necessary to accommodate the
Company's growth. 

             The Company intends to target manufacturers and
suppliers of products, goods and services that utilize the Internet
for dissemination and sales of their products. 

             The Company offers a sponsorship program in which a
participant will receive several AdCast Affiliate Sites on which its
logo will be placed.  These Web sites will be selected based on
compatibility of interests from the Company's pool of Web sites. 
The sponsor will compensate the Company either through commissions
based on the amount of sales generated from viewers clicking on the
sponsor's logo on an AdCast Affiliate Site or through advertising
referral guarantees.  The Company believes that its sponsorship
program is unique and anticipates that it will appeal to larger
organizations that already have name and logo recognition. 

OPERATING AGREEMENTS

     AGREEMENT WITH INTERNET STORE.  On September 3, 1998, the Company
entered into a non-binding memorandum of understanding (the "memorandum")
with a large chain storefront and Internet retailer of sporting goods
(the "Store").  The memorandum stipulates that the Company shall receive
30% of the Store's net margin on sales as defined in the agreement, 
generated by consumers who have "clicked" through to the Store's Web
site from the Company Internet billboards.  In addition, the Company
leases billboard space, paid on a per visitor basis, on the Store's Web
site.  The company has also agreed to allow the Store to be the
preferred sponsor on all of its customer's sports and school related
Web sites and all of its customer's Web sites where the Store's
vendors advertise.

         BUSINESS SERVICES AGREEMENT.  On September 8, 1998, the Company
entered into a twelve month agreement, subject to renewal, with a
British Virgin Islands corporation (the "Corporation") for services
generally related to financial and management advisory services for the
arrangement of a U.S. stock market listing through a reverse acquisition
with a U.S. publicly held company and for assisting the Company in 
connection with a private placement offering.  Under terms of the agreement,
the Company shall pay to the Corporation: (i) 5% management success fees 
for the services of the private placement upon the execution of each 
subscription agreement, (ii) 4% of the Company's common stock payable 
for the services of the U.S. stock market listing transactions, payable
upon execution of the reverse merger with a U.S. publicly held company.

         Per management of the Company, the 5% fee as noted in (i) above, 
was verbally amended o 10%.  The Company has been paying the 10% fees to
the Corporation as new subscription agreements are received.  Upon 
closing of the reverse merger the Corporation was issued 1,200,000
shares of the Company's common stock equivalent to 4% of the total
outstanding common stock of the Company.

          SOFTWARE DEVELOPMENT AGREEMENT.  In August, 1998, the Company
entered into an agreement with Systeam Spa (the "Developer"), an Italian
company engaged in information technology, consulting, software development,
software support and related matters.  Under the terms of the agreement,
Systeam has contracted to provided continued, ongoing development and
support of the Company's AdCast, e-CommPlus, TrueManagement, and My-
Channel technology ("Technology").  In consideration the Company has
agreed to pay an annual royalty equal to 8% of the worldwide net 
revenues of the Company for a period of 10 years, renewable for 
successive 10 year terms provided the Developer continues to develop,
implement, support and upgrade the Technology and Licensed Software
during such periods.  The Company has agreed to guarantee a 
minimum royalty payment in the amount of $250,000 in the first 
calendar year, subsequent to the completion of the development of
Phase I of the Licensed Software which is contemplated to
occur in April, 1999.

         CONSULTING AGREEMENT.  On January 8, 1999, the Company entered
into a consulting agreement with a Canadian corporation (the "Consultant")
whereby the Consultant will head American Web site customer acquisition
efforts.  Under the agreement, the initial term is from January 1, 1999
through April 30, 1999, and the amount budgeted for the Consultant's
fees and expenses during this initial term is approximately $100,000, 
subject to ongoing audit and review by the Company of the Consultant's
performance in obtaining the stipulated Web sites.  The Company agreed
to pay an advance fee of $30,000 to the Consultant on a bi-weekly basis
from January 1, 1999 through April 30, 1999.  The agreement shall be
extended contingent on the Consultant meeting certain stipulated goals
and the agreement may be canceled at any time by the Company.

RESEARCH AND DEVELOPMENT

        The Company has begun development of additional products. 
There is no assurance that such products will ever become viable
products or that the Company will be able to market such products. 
E-CommPlus is designed for the small and medium sized business as a
low-cost electronic commerce software program that enables such
business to take on-line orders for their products from retailers
and/or individual consumers.  The Company anticipates work on the
development of  System 7 will allow for the ability to place long
distance telephone calls within the Internet environment.  This
development will follow the proposed acquisition of the assets of
Jim and John Tech and will be further developed by Systeam.

PATENTS AND TRADEMARKS

             The AdCast and TrueManagement technology is owned by
the Company's wholly-owned subsidiary, DAI.  DAI does not currently
have patent or trademark protection for any of its proprietary
technology but the Company intends to file such patent, copyright
and trademark applications.  The Company has initiated preparation
of the applications for a patent of the AdCast service to be filed
in the United States Patent Office and a copyright application for
the AdCast service to be filed with the United States Register of
Copyrights. 

ITEM 2.  DESCRIPTION OF PROPERTY

             The Company maintains its offices in four locations. 
The executive offices are located at 1303 Grand Avenue, Arroyo
Grande, California 93420 pursuant to a one-year lease at $1,627 per
month for approximately 2,500 square feet.  The offices of the
AdCast, Inc. and DAI are located at 124 South Halcyon Road, Arroyo
Grande, California under a monthly lease of $2,600 per month for
approximately 3,500 square feet.  The Kiosk Software, Inc. offices
are located at 3534-A Empleo Street, San Luis Obispo, California
pursuant to a monthly lease of $1,600 for approximately 2,400 square
feet.  AdCast Canada, Inc. leases approximately 650 square feet at
2040 Yonge Street, Suite 220, Toronto, Canada on a month-to-month
basis at a gross fee of $500 per month.

ITEM 3.      LEGAL PROCEEDINGS

        There is no litigation pending or threatened by or against
the Company.

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

        No matter was submitted to a vote of security holders,
through the solicitation of proxies or otherwise, during the fourth
quarter of the fiscal year covered by this report.


                               PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        On December 23, 1998, the Company applied to NASD
Regulation, Inc. for quotation of the Company's common stock on the
NASD OTC Bulletin Board.  On January 30,1999, the Company received
from NASD Regulation, Inc. the trading symbol AMUS.  Trading has not
yet been cleared by NASD Regulation, Inc. and is pending subject to
further review and approval.

        The following is a list of the equity securities sold by the
Company during the period covered by this report that were not
registered under the Securities Act other than unregistered sales
made in reliance on Regulation S.   The following shares were issued
pursuant to the conversion of convertible notes held by each named
shareholder. 

Date             Shareholder                      Number       Consideration 
                                                  Of Shares      Paid
                                                                    
9/18/98            Grant D. Oswalt                 12,500        $ 12,500
9/21/98            Kuo ChungWu                     30,000          30,000
9/25/98            Jose O. Rivera                  12,500          12,500
10/9/98            Stephanie D. Forrest             6,000           6,000
10/13/98           Pamel D. Kingsley                6,250           6,250
10/15/98           Stephen D. Loomis               13,278          13,278
10/15/98           Merrill Lynch for 
                             G . Pritchard          12,500          12,500
10/25/98           Craig D. Machado                 13,306          13,306
10/29/98           CDS Distributing                 13,271          13,271
10/29/98           Kuo Chung Wu                     30,000          30,000
10/29/98           Kuo Chung Wu                     20,000          20,000
11/1/98            Cal S. Krupa                     13,071          13,071
11/1/98            Stephen E. Loomis                 6,250           6,250
11/1/98            Greg Reid                        12,500          12,500
11/2/98            Carl D. Clark                    12,500          12,500
11/4/98            Chris H. Daniel                  12,876          12,876
11/6/98            Kuo Chung Wu                     60,000          60,000
11/13/98           Sondra S. Cleary                 12,653          12,653
11/23/98           Jing Yeng Wu                     60,000          60,000
12/7/98            Adwall Investments, Ltd.        225,000         225,000
12/7/98            Coja Corporation                 25,000          25,000

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS 

RESULTS OF OPERATIONS:

             In the 1998 fiscal year, the Company had no revenue
from business operations.  In the 1997 fiscal year, the Company had
only incidental revenue derived from consulting activities unrelated
to the continuing business of the Company.  During both years the
Company incurred administrative costs and costs arising from the
development of various technical and business concepts which did not
reach fruition during either period.  As such, no accurate and
comprehensive comparison between the Company's 1998 and 1997
operating results is available. 

        Future prospects for the registrant's financial condition
and results of operations will be overwhelmingly dependent on
factors which were not present during the 1997 and 1998 fiscal
years.   In particular, the speed and success of development of the
AdCast advertising billboard service, which only commenced in
calendar 1999, will determine the bulk of the Registrant's revenues
in fiscal year 1999 and beyond.  Similarly, future expenses will
relate largely to the development of Adcast and will be
substantially higher than expenses in fiscal 1997 and 1998.  The
registrant's profitability will also be impacted by the revenues and
expenses of Kiosk Software, Inc., a subsidiary company acquired in
February 1999, which is engaged in the development of software for
public access computer terminals.   To date Kiosk Software has
incurred operating losses.

        The Company began online operations on February 1, 1999. 
Since that time, the Company has grown to distribution of
approximately 900,000 ads per day, which is within 5% of the
Company's original forecast. 

        The Company's operations in future periods will be dependent
upon the availability of adequate liquid funds for capital
expenditures and to meet income deficits associated with the
operational roll-out of the Adcast advertising service.  In order to
meet its need for sufficient liquid funds, the Company has made the
following arrangements.  

             First, on January 29, 1999, the Company completed its
offering of 2,350,000 shares of its common stock to non-United
States residents for an aggregate subscription price of $3,687,500,
pursuant to Regulation S.  As a result of the delays in getting NASD
Regulation approval to begin trading the Company's securities on the
OTC Bulletin Board, certain Regulation S investors withdrew their
stock subscriptions pursuant to the agreement with them resulting in
an aggregate of 2,160,000 shares sold for an aggregate subscription
price of $3,427,500. Of the total subscribed, $639,000 of the
subscription price has not yet been received in cash and is
receivable within 10 days of the Company's clearance for trading of
its common stock on the NASD OTC Bulletin Board.

             Second, the Company has authorized the issuance of up
to $1.5 million of convertible subordinated promissory notes to
individuals who qualify as accredited investors as defined by the
Securities and Exchange Commission.  These notes, which are payable
in full on March 31, 2000, and which bear interest at 10% per annum,
bear the right to convert to shares of the Company's common stock at
a conversion price of $2.00 for one share of common stock ($.0001
par value).  To date, $422,500 has been received by way of sales of
these promissory notes.

             The Company considers that existing commitments of
equity and debenture financing will be adequate to meet the
Company's operational funding requirements 
for the next 12 months.   However, there can be no guarantee that
these sources of funding will be realized, nor that internally
generated funds will be developed sufficiently quickly to meet the
registrant's needs when externally generated funds are exhausted.  

        The Company's income will be heavily dependent upon sales of
advertising inventory on Adcast billboards and the successful
delivery of that advertising.  The Company has not sold or delivered
paid advertising through its Adcast billboard service but
anticipates sales in the second quarter of calendar 1999.  However,
there is no assurance that such sales will be realized.  Prospective
sales of Adcast advertising are dependent upon both the ability of
the Company to sell and deliver Adcast services and the continued
development of the overall market for Internet advertising services
and Internet related commerce.

SIX MONTHS ENDED DECEMBER 31, 1998 COMPARED TO 
SIX MONTHS ENDED DECEMBER 31, 1997

        In both the six months ended December 31, 1997 and 1998 the
Company had no revenues.  However, between the last six months of
calendar 1997 and the comparable period of 1998 expenses increased
concurrent with the development in 1998 of the Company's AdCast
technology.   As the Company had anticipated, it incurred
substantially higher payroll, outside consulting, legal and travel
costs compared to the prior year in preparation for the technical
and marketing launch of AdCast.  The Company simultaneously incurred
extraordinary expenses while negotiating with and preparing for the
merger into Chatsworth Acquisition Corporation, a merger which was
accomplished on December 4, 1998.  During the comparable six month
period of 1997 the Company was not engaged in similar activities and
therefore no meaningful comparison can be made for the operating
results of the Company between the two subject periods.

             The following table provides a summary of selected
financial data for the AmeriCom USA, Inc. and RMC Diversified
Associates International, Ltd. (the "Company") combined statement of 
operations:

                                FISCAL YEAR ENDED JUNE 30,
                         (in US$ thousands except per share data)
                                                                
                                                 1998              1997 

Operating Revenue                                    0                  14
Net  (Loss)                                       (273)               (394)
Earnings per share:                             $ (.03)              $ (.04)

Total assets                                       51                   14

Long term debt,  less current portion                0                  0

        The following table sets forth the percentage relationship
of certain revenue and expense items for the fiscal years indicated:

                   Percentages of Operating Revenue
                         Year Ended June 30,
                                                                    
                                                                    
                                            1998                     1997 
    
Operating revenue                           100%                 100%

Operating expenses and costs:
 Salaries, wages and payroll costs            N/A                1,467%
 Bad debt  expense                            N/A                  480%
 Legal expense                                N/A                  211%
 Facilities Rental                            N/A                  195%
 Insurance and claims                          N/A                 134%
 Depreciation and amortization                 N/A                  12%
 Other                                         N/A                 257% 
   Total operating expenses                    N/A               2,756%

Operating income (loss)                        N/A               2,656%

Other income (expense):
 Gain on debt forgiveness                      N/A                    0%
 Gain on sale of investment                    N/A                  316%
 Interest expense                              N/A                   (41%)
Payroll tax penalties and interest             N/A                  (377%)
    Income (loss) before income taxes          N/A                (2,758%)
Income taxes                                   N/A                     0%
    Net income (loss)                          N/A                (2,758%)

SUBSEQUENT EVENTS

        Convertible Subordinated Promissory Notes.  On February 12,
1999, the Board of Directors of the Company authorized issuance of
up to $1,500,000 of Convertible Subordinated Promissory Notes for
the purpose of raising liquid funds for working capital.  These
notes, payable in full on March 31, 2000, with annual interest of
10%, bear the right to convert to shares of the Company's common
stock at a conversion price of $2.00 for one share of common stock
($.0001 par value).  To date, $422,500 has been invested by way of
purchases of these promissory notes by individuals who qualify as
accredited investors as defined by the Securities And Exchange 
Commission.

        Americom USA, Inc. Stock Option Plan.  At a meeting of the
Board of Directors of the Company held March 26, 1999, the Board
adopted a Stock Option Plan to be utilized for employees and such
others as the Board deems necessary and appropriate. The Plan
provides for the issue and distribution of 9,500,000 shares.  The
Plan is extremely flexible and allows for custom tailoring for each
individual through the issue of individual Incentive Stock Option
Agreements. To date the Company has issued options totaling
9,212,721 shares.  Each Incentive Stock Option Agreement provides
for different vesting periods.

ITEM 7.     FINANCIAL STATEMENTS



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                                   
                    ASSOCIATES INTERNATIONAL, LTD.
                                   
                    COMBINED FINANCIAL STATEMENTS
                                   
                     AS OF JUNE 30, 1998 AND 1997










                        AMERICOM USA, INC. AND

            RMC DIVERSIFIED ASSOCIATES INTERNATIONAL, LTD

                               CONTENTS



PAGE        1  -  REPORT OF INDEPENDENT CERTIFIED PUBLIC
                  ACCOUNTANTS


PAGE        2  -  COMBINED BALANCE SHEETS AS OF JUNE 30, 1998
                  1997


PAGE        3  -  COMBINED STATEMENTS OF OPERATIONS FOR THE
                  YEARS ENDED JUNE 30, 1998 AND 1997


PAGE        4  -  COMBINED STATEMENT OF CHANGES IN STOCKHOLDERS'
                  DEFICIENCY FOR THE YEARS ENDED JUNE 30, 1998
                  AND 1997

PAGE  5  -  6  -  COMBINED STATEMENTS OF CASH FLOWS FOR THE
                  YEARS ENDED JUNE 30, 1998 AND 1997

PAGE  7  - 17  -  NOTES TO COMBINED FINANCIAL STATEMENTS

















          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS




To the Board of Directors of:
 AmeriCom USA, Inc. and RMC Diversified
  Associates International, Ltd.

We have audited the accompanying combined balance sheets of AmeriCom
USA, Inc. and RMC Diversified Associates International, Ltd. as of
June 30, 1998 and 1997 and the related combined statements of
operations, changes in stockholders' deficiency, and cash flows for
the years then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility is
to express an opinion on these combined financial statements based
on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the combined financial statements referred to above
present fairly, in all material respects, the financial position of
AmeriCom USA, Inc. and RMC Diversified Associates International,
Ltd. as of June 30, 1998 and 1997 and the results of their
operations and their cash flows for the two years then ended in
conformity with generally accepted accounting principles.



                         WEINBERG & COMPANY, P.A.



Boca Raton, Florida
January 29, 1999 (except for Note 13(e) and Note 4 as to which the
dates are February 8, 1999 and February 10, 1999, respectively.)



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                    ASSOCIATES INTERNATIONAL, LTD.
                       COMBINED BALANCE SHEETS
                     AS OF JUNE 30, 1998 AND 1997

                               ASSETS


                                          1998          1997      

CURRENT ASSETS
 Cash and cash equivalents           $     28,767   $        199  
 Accounts receivable                         -               638  
 Due from officer                           6,767          8,546  
 Other assets                               1,200           -     

    Total Current Assets                   36,734          9,383  

PROPERTY AND EQUIPMENT, NET                14,379          3,486  

OTHER ASSETS                                  455          1,410  

TOTAL ASSETS                         $     51,568   $     14,279  


               LIABILITIES AND STOCKHOLDERS' DEFICIENCY


CURRENT LIABILITIES
 Accounts payable and accrued 
  expenses                           $     217,318  $    164,251  
 Payroll taxes payable                      53,614        41,498  
 Accrued salaries and wages                565,742       425,421  
 Notes and loans payable                   105,408        80,408  
 Notes and loans payable -
  related parties                          798,529       756,675  
 Convertible promissory notes               37,500          -     

    Total Current Liabilities            1,778,111     1,468,253  

TOTAL LIABILITIES                        1,778,111     1,468,253  

Commitments and contingencies

STOCKHOLDERS' DEFICIENCY
 Common stock                               14,500        14,500  
 Additional paid-in capital                133,007       133,007  
 Accumulated deficit                    (1,874,050)   (1,601,481) 

Total Stockholders' Deficiency          (1,726,543)   (1,453,974) 

TOTAL LIABILITIES AND
 STOCKHOLDERS' DEFICIENCY            $      51,568  $     14,279  


       See accompanying notes to combined financial statements.
                                  2



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                    ASSOCIATES INTERNATIONAL, LTD.
                  COMBINED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED JUNE 30, 1998 AND 1997



                                  1998                   1997     

REVENUES                        $    -                 $  14,275  

      Total Revenues                 -                    14,275  

EXPENSES
 Salaries and wages               163,289                206,199  
 Payroll tax                        2,570                  3,300  
 Advertising                         -                     1,078  
 Amortization expense                 455                    455  
 Bad debt expense                    -                    68,533  
 Building rent                      2,318                 27,863  
 Consulting expense                 2,000                  2,220  
 Depreciation expense               4,738                  1,698  
 Insurance                         11,995                 19,190  
 Legal                             28,100                 30,111  
 Other general and 
  administrative expenses           6,283                 25,580  
 Research and development           3,774                   -     
 Telephone expense                 12,176                  7,328  

TOTAL EXPENSES                    237,698                393,555  

OPERATING LOSS                   (237,698)              (379,280) 

OTHER INCOME (EXPENSE)
 Gain on debt forgiveness           8,938                   -     
 Gain on sale of investment          -                    45,095  
 Interest expense                 (37,154)                (5,821) 
 Vendor finance charges            (2,553)                  -     
 Payroll tax penalties and
  interest                         (4,102)               (53,859) 

NET OTHER EXPENSE                 (34,871)               (14,585) 

NET LOSS                        $(272,569)             $(393,865) 

Weighted average number 
 of shares outstanding
 during period                  9,500,000              9,499,926

Net loss per common
 share and equivalents          ($0.0287)              ($0.0415)






       See accompanying notes to combined financial statements.
                                  3



    AMERICOM USA, INC. AND RMC DIVERSIFIED ASSOCIATES INTERNATIONAL, LTD.
          COMBINED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                  FOR THE YEARS ENDED JUNE 30, 1998 AND 1997
     
                                                                            
                                                                       
           AMERICOM USA, INC    RMC DIVERSIFIED           
                                ASSOCIATES INTER-        
                               NATIONAL, LTD              AMERICOM
                                COMMON STOCK              USA, INC.
          -------------------   ---------------           ADDITIONAL
          NUMBER                NUMBER                        ACCUMU-        
          OF                    OF                  PAID-IN   LATED
          SHARES      AMOUNT    SHARES   AMOUNT     CAPITAL   DEFICIT    TOTAL
     
BALANCE, 
JUNE 30, 
1996      3,883,250   $3,883   10,000   $10,000  $ 71,117  $(1,207,616)  
                                                                  $(1,122,616)  
     
Issuance of 
common stock 
in exchange 
for debt     30,861       31       -        -     61,890        -      61,921   
     
Issuance of 
common stock 
as compen-
sation      585,889      586       -        -        -          -         586   
     
Net loss 1997     -        -       -        -        -      (393,865)(393,865)  
            ---------    ----   ------   ------   -------   --------  ------
   
BALANCE, 
JUNE 30, 
1997      4,500,000   $4,500   10,000   $10,000 $133,007  $(1,601,481)
                                                                  $(1,453,974)  
     
Net loss 
1998              -        -      -        -         -      (272,569)(272,569)  
           ---------  ------    -----   -------  -------    --------  -------
BALANCE, 
JUNE 30, 
1998       4,500,000  $4,500   10,000   $10,000 $133,007 $(1,874,050)   
                                                                  $(1,726,543)  
     
     
     
     
     
                See accompanying notes to combined financial statements.
                                            4
     
     
     
                    AMERICOM USA, INC. AND RMC DIVERSIFIED
                        ASSOCIATES INTERNATIONAL, LTD.
                      COMBINED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED JUNE 30, 1998 AND 1997

                                          1998            1997    
Cash flows from operating
 activities:

 Net loss                              $(272,569)      $(393,865)  
 Adjustments to reconcile net
  loss to net cash used in
  operating activities:
   Depreciation                            4,738           1,698
   Amortization                              455             455
   Loss on disposal of assets               -              6,691
   Provision for losses on receivables      -             68,533
   Compensation expense recorded under
    employee stock issuances                -                586
 Changes in operating assets and
  liabilities:
 (Increase) decrease in:
   Accounts receivable                       638         414,079
   Employee receivable                     1,779             750
   Due from officer                         -              9,332
   Other assets                           (1,200)         19,415
   Investment in stock                      -              4,905
  Increase (decrease)in: 
   Accounts payable and accrued
    expenses                              53,067         (20,204)  
   Payroll taxes payable                  12,116        (222,768)  
   Accrued salaries and wages            140,321         148,086

   Net cash (used in) provided by
    operating activities                 (60,655)         37,693

Cash flows from investing 
 activities:
 
  Purchase of property and equipment      (8,014)           -   
  Proceeds from return of deposits           498            -   
  Increase in other assets                  -               (499)  

    Net cash used in investing
     activities                           (7,516)           (499) 

Cash flows from financing
 activities:

  Notes and loans payable                 59,239          (38,482) 
  Promissory note                         37,500             -   

  Net cash provided by (used in)
   financing activities                   96,739          (38,482) 


                                      5


                    AMERICOM USA, INC. AND RMC DIVERSIFIED
                        ASSOCIATES INTERNATIONAL, LTD.
                      COMBINED STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED JUNE 30, 1998 AND 1997


        Net increase (decrease) in cash         28,568           (1,288)  
 
        Cash and cash equivalents at
         beginning of year                         199            1,487
        
        CASH AND CASH EQUIVALENTS AT
         END OF YEAR                        $   28,767        $     199



SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

     During 1997 the Company issued 30,660 and 201 shares of common stock in
     exchange for notes and loans payable of $61,320 and $603, respectively.

     During 1997 the Company issued 585,889 shares of common stock to
     certain officers and employees as compensation.

     During 1998 the Company purchased certain property and equipment for
     $7,615 from a related party in exchange for a note payable.








           See accompanying notes to combined financial statements.
                                      6


                    AMERICOM USA, INC. AND RMC DIVERSIFIED
                           ASSOCIATES INTERNATIONAL
                    NOTES TO COMBINED FINANCIAL STATEMENTS
                         AS OF JUNE 30, 1998 AND 1997

NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Description of Business

     AmeriCom USA, Inc. ("AmeriCom") is a Delaware corporation
     chartered on May 4, 1994.  RMC Diversified Associates
     International, Ltd. ("Diversified") is a California corporation
     chartered on December 26, 1989. Diversified has developed
     proprietary technologies known as Adcast, e-CommPlus,
     TrueManagement, and My-Channel. In July 1998, AmeriCom acquired
     all the issued and outstanding common stock of Diversified
     making Diversified a wholly owned subsidiary of AmeriCom (See
     Note 13). AmeriCom and Diversified (hereinafter jointly
     referred to as "the Company") develop and market software
     technology products that provide advertisers, web site owners,
     sponsors and affiliates with advanced Internet technology,
     revenue sharing, commercial efficiency, commercial
     effectiveness and operating savings. AmeriCom positions itself
     in the marketplace as an Internet Advertising Service Provider.

     The Company is not operating as a development stage company
     since they received revenues from research and development
     contracts and license sales relating to previously owned
     technology rights in years prior to 1997.

     AmeriCom and Diversified have been combined herein due to
     common management control since inception of both companies.

     Principles of Combination

     The combined financial statements include the accounts of
     AmeriCom and Diversified. All significant intercompany balances
     and transactions have been eliminated in combination.

     Use of Estimates

     In preparing financial statements in conformity with generally
     accepted accounting principles, management is required to make
     estimates and assumptions that affect the reported amounts of
     assets and liabilities and the disclosure of contingent assets
     and liabilities at the date of the financial statements and
     revenues and expenses during the reported period.  Actual
     results could differ from those estimates.

     Cash and Cash Equivalents

     For purpose of the cash flow statements, the Company considers
     all highly liquid investments with original maturities of three
     months or less at time of purchase to be cash equivalents.






                                  7


                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)

     Property and Equipment

     Property and equipment are stated at cost, less accumulated
     depreciation.  Expenditures from maintenance and repairs are
     charged to expense as incurred.  Depreciation is provided using
     the straight-line method over the estimated useful life's of
     the assets from three to five years.

     Income taxes

     The Company accounts for income taxes under the Financial
     Accounting Standards Board Statement of Financial Accounting
     Standards No. 109. "Accounting for Income Taxes" ("Statement
     No.109"). Under Statement No. 109, deferred tax assets and
     liabilities are recognized for the future tax consequences
     attributable to differences between the financial statement
     carrying amounts of existing assets and liabilities and their
     respective tax basis. Deferred tax assets and liabilities are
     measured using enacted tax rates expected to apply to taxable
     income in the years in which those measured using enacted tax
     rates expected to be recovered or settled. Under Statement 109,
     the effect on deferred tax assets and liabilities of a change
     in tax rates is recognized in income in the period that
     includes the enactment date.  At June 30, 1998 AmeriCom and
     Diversified had approximately $160,000 and $800,000,
     respectively, of net operating loss carryforwards, which expire
     beginning in years 2010 and 2005, respectively.  A one hundred
     percent valuation allowance has been established against any
     resulting deferred tax asset at June 30, 1998 and 1997.

     Per Share Data

     Net loss per common share for the year ended June 30, 1998 and
     1997 is computed by dividing net loss by the weighted average
     common shares outstanding during the year as defined by
     Financial Accounting Standards, No. 128, "Earnings per Share". 
     The assumed exercise of common share equivalents was not
     utilized since the effect was anti-dilutive.  For purposes of
     the net loss per common share computation only, the acquisition
     of Diversified (see Note 13) and related exchange of shares was
     applied retroactively as if it occurred on July 1, 1996.


                                  8


                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)


     Long-Lived Assets

     During 1995, Statement of Financial Accounting Standards
     No.121, "Accounting for the Impairment of Long-lived Assets and
     for Long-lived Assets to be Disposed Of" ("SFAS 121"), was
     issued.  SFAS 121 requires the Company to review long-lived
     assets and certain identifiable assets related to those assets
     for impairment whenever circumstances and situations change
     such that there is an indication that the carrying amounts may
     not be recoverable.  If the undiscounted future cash flows of
     the enterprise are less than their carrying amounts, their
     carrying amounts are reduced to fair value and an impairment
     loss is recognized.  The adoption of this pronouncement did not
     have a significant impact on the Company's financial statements
     as of June 30, 1998 and 1997.

NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment at June 30 consisted of the following:

                                       1998         1997  

      Computers and equipment          19,206        4,680
      Software                          2,805        1,699
                                       22,011        6,379
      Less accumulated depreciation     7,632        2,893
                                     $ 14,379     $  3,486

     Depreciation expense was $4,738 and $1,698 in 1998 and 1997, 
     respectively.

NOTE  3 - SALARIES AND WAGES PAYABLE

     Salaries and wages payable represent current and prior years
     salaries from September 1994 through June 1998.  The following
     schedule reflects salaries payable at June 30:

                          Officers     Employees       Total 

      1997                 237,369       188,052      425,421
      1998                 371,369       194,373      565,742


     In January 1999 $490,742 of accrued salaries existing at that
     date were paid in cash with funds received from a private
     placement (See Note 13).



                                  9



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997

NOTE  4 - PAYROLL TAXES PAYABLE

     At June 30, 1998 and 1997 the Company owed $45,545 and $41,442,
     respectively, in payroll taxes, interest and penalties for
     prior tax periods ended September 30, 1995. Such amounts were
     accrued in payroll taxes payable at June 30, 1998 and 1997.  On
     February 10, 1999, the Company paid the full amount of $45,545
     to the Internal Revenue Service.

NOTE  5 - NOTES AND LOANS PAYABLE

     The following schedule reflects notes and loans payable to
     non-related parties at June 30:
                                            1998             1997 
      Note payable, interest at 10%
       per annum, due on demand,
       unsecured, 1997                 $   18,506        $   18,506  

      Note payable, interest at 10%
       per annum, due on demand,
       unsecured                           10,000            10,000  

      Note payable, interest at 10%
      per annum, due on demand,
      unsecured                             6,821             6,821  

      Note payable to unrelated party
       issued in exchange for forgive-
       ness of debt of $19,457 from a
       related party reduced by a $5,000
       payment interest at 10% per annum,
       due on demand, unsecured            14,457             14,457 

      Note payable dated June 3, 1998
       interest at 10% per annum, due
       June 3, 1999, unsecured             25,000               -    

      Note payable, non-interest bearing
       due on demand, unsecured            25,624             25,624 

      Note payable, non-interest bearing
       due on demand, unsecured             5,000              5,000 

                                         $105,408           $ 80,408 

The following schedule reflects notes and loans payable to related
parties at June 30:
                                           1998               1997  

      Note payable dated May 15, 1998
       to related party interest
       at 18% per annum, due July
       1, 1998, unsecured                  $9,610             $ -    

                                  10


                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997


NOTE  5 - NOTES AND LOANS PAYABLE (CONT'D)

                                           1998               1997  

      Note payable to related party
      interest at 14% per annum,
       due on demand, unsecured             4,801              4,801

      Note payable to related party 
       interest at 10% per annum,
       due on demand, unsecured             2,546               -    

      Note payable to officer,
       interest at 10% per annum,
       due on demand, unsecured             7,034               -    

      Note payable to officer,
       interest at 10% per annum,
       due on demand, unsecured            12,556              1,274 

      Note payable to officer,
       interest at 10% per annum,
       due on demand, unsecured             3,844                600 

      Note payable to officer, non-
       interest bearing through March
       26, 1998, interest at 10% per 
       annum from March 27, 1998, due
       on March 27, 1999, unsecured       750,000            750,000
 

      Loan payable to related party
       non-interest bearing, due
       on demand, unsecured                 8,138               -   
 

                                        $ 798,529          $ 756,675
 

     Accrued interest on the notes and loans payable has been
     included in accrued expenses.

NOTE  6 - CONVERTIBLE PROMISSORY NOTES

     In June 1998 the Company issued convertible promissory notes to
     three investors, one of whom is related to the Chief Financial
     Officer of the Company.  Each note was for $12,500 and bears
     interest at 20% per annum.  The holders could convert the
     amounts due (including interest calculated to the conversion
     date) to common stock of AmeriCom at 50% of the then market
     price of AmeriCom common stock.  The holders could convert the
     stock at any time during the term of the note subject to the
     ability to determine the fair market value of such stock.  The
     notes were converted in October 1998.  (See Note 13).


                                  11



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997



NOTE  7 - RELATED PARTIES

     Certain notes and salaries are owed to related parties at June
     30, 1998 and 1997 (See Notes 3 and 5).  Certain related parties
     took part in the acquisition of Diversified (see Note 13).

     At June 30, 1998 and 1997 the director and CEO of the Company
     beneficially held approximately 63.5% and 64%, respectively, of
      the common stock of AmeriCom USA, Inc. and 75% and 80%,
     respectively, of the common stock of RMC Diversified Associates
     International, Ltd. Just after completion of the merger and
     recapitalization (See Note 13), the same director and CEO of
     the company held approximately 58.1% of the surviving entity.

     As discussed in the supplemental disclosure to the combined
     cash flow statements, and Note 10, certain non-cash issuances
     of common stock to related parties occurred during 1997.

NOTE  8 - COMMITMENTS AND CONTINGENCIES

     The Company is aware of the issues associated with the
     programming code in existing computer systems as the millennium
     (year 2000) approaches. The "year 2000" problem is pervasive
     and complex as virtually every computer operation will be
     affected in some way by the  rollover of the two-digit year to
     00.  The issue is whether computer systems will properly
     recognize date-sensitive information when the year changes to
     2000. Systems that do not properly recognize such information
     could generate erroneous data or cause a system to fail.

     Although management believes that none of the Company's systems
     are affected by this problem, the Company could be impacted by
     the failure of other companies to timely correct their computer
     systems. The Company's operations are dependent on the world
     wide telecommunications networks including computer systems,
     telephone systems, and delivery systems. If any of these
     systems become inoperational, the Company will be directly and
     significantly effected. Management has not assessed the
     potential effect on the Company's earnings.

NOTE  9 - STOCKHOLDERS' EQUITY

     In September 1998 AmeriCom filed with the state of Delaware, an
     amendment to its articles of incorporation to increase the
     authorized shares of its Class A common stock to 15,000,000
     from 30,000, and to change the par value of all classes of
     common and preferred stock to $0.001 from $0.01. The effect of
     these changes is shown retroactively in the financial
     statements for the years ended June 30, 1998 and 1997.


                                  12



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997

NOTE  9 - STOCKHOLDERS' EQUITY (CONT'D)

     AmeriCom has authorized 15,000,000 shares of Class A common
     stock, par value $0.001, 10,000 shares of Class B non-voting
     common stock, par value $0.001, and 10,000 shares of preferred
     stock, par value $0.001. At June 30, 1998 and 1997, AmeriCom
     had 5,000,000 shares of Class A common stock issued and
     outstanding of which 500,000 was owned by Diversified and is
     eliminated in the combined financial statements. No Class B
     common stock or preferred stock has ever been issued. The
     preferred stock may be issued from time to time in one or more
     series, each such series to have such distinctive designation
     or title as may be fixed by the Board of Directors. Preferred
     stockholders have preference over common stockholders as to
     cash dividends and liquidations.

     Diversified has authorized 100,000 shares of common stock, no
     par. At June 30, 1998 and 1997 Diversified had 10,000 shares of
     its common stock issued and outstanding.

NOTE  10 - STOCK ISSUED AS COMPENSATION

     Although the Company has not yet established any formal stock
     compensation plans, during 1997 AmeriCom issued under what
     would be considered a nonvariable compensatory stock issuance,
     585,889 shares of common stock to certain key officers and
     employees. The fair market value of the stock was considered to
     be equal to the par value and accordingly $586 was recorded as
     compensation expense in 1997.

NOTE   11 - GAIN ON SALE OF INVESTMENT

     During 1997 the Company sold an investment in common stock for
     gross proceeds of $50,000.  The investment was recorded at its
     original cost of $4,905 resulting in a gain on sale of
     investment of $45,095.

NOTES 12 -  OPERATING AGREEMENTS

     (A) Agreement with Internet Store

     On September 3, 1998 the Company entered into a non-binding
     memorandum of understanding (the "memorandum") with a large
     chain storefront and internet retailer of sporting goods (the
     "Store").  The memorandum stipulates that the Company shall
     receive 30% of the Store's net margin on sales as defined in
     the agreement, generated by consumers who have "clicked"
     through to the Store's Web site from the Company internet
     billboards.  In addition, the Company leases billboard space,
     paid on a per visitor basis, on the Store's Web site.  The
     Company has also agreed to allow the Store to be the preferred
     sponsor on all of its customer's sports and school related Web
     sites and all of its customer's Web sites where the Store's
     vendors advertise.


                                  13



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997



NOTES 12 -  OPERATING AGREEMENTS (CONT'D)


     (B) Business Services Agreement

     On September 8, 1998 the Company entered into a twelve month
     agreement, subject to renewal, with a British Virgin Islands
     Corporation (the "Corporation") for services generally related
     to financial and management advisory services for the
     arrangement of a U.S. stock market listing through a reverse
     acquisition with a U.S. publicly held company and for assisting
     the Company in connection with a private placement offering
     (See Note 13).  Under terms of the agreement, the Company shall
     pay to the corporation:  (i) five percent management success
     fees for the services of the private placement upon the
     execution of each subscription agreement (see below), (ii) four
     percent of the Company's  common  stock payable for the
     services of the U.S. stock market listing transactions, payable
     upon execution of the reverse merger with a U.S. publicly held 
     company.

     Per management of the Company, the five percent fee as noted in
     (i) above was verbally amended to ten percent.  The Company has
     been paying the ten percent fees to the corporation as new
     subscription agreements are received. Upon closing of the
     reverse merger (See Note 13) the corporation was issued
     1,200,000 shares of the Company's common stock equivalent to
     four percent of the total outstanding common stock of the Company.

     (C) Software Development Agreement

     In August of 1998 the Company entered into an agreement with
     Systeam Spa (the "Developer"), an Italian company engaged in
     information technology, consulting, software development,
     software support and related matters.  Under the terms of the
     agreement Systeam has contracted to provide continued, ongoing
     development and support of the Company's AdCast, e-CommPlus,
     TrueManagement, and My-Channel technology ("Technology").  In
     consideration the Company has agreed to pay an annual royalty
     equal to eight per cent (8%) of the world-wide net revenues of
     the Company for a period of ten (10) years, renewable for
     successive ten (10) year terms provided the Developer continues
     to develop, implement, support and upgrade the Technology and
     Licensed Software during such periods.  The Company has agreed
     to guarantee a minimum royalty payment in the amount of
     $250,000 in the first calendar year, subsequent to the
     completion of the development of Phase I of the Licensed
     Software which is contemplated to occur in April, 1999.






                                  14



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997



NOTES 12 -  OPERATING AGREEMENTS (CONT'D)

     (D) Consulting Agreement

     On January 8, 1999 the Company entered into a consulting
     agreement with a Canadian corporation (the "Consultant")
     whereby the Consultant will head American Web-site customer
     acquisition efforts. Under the Agreement, the initial term is
     from January 1, 1999 through April 30, 1999 and the amount
     budgeted for the Consultant's fees and expenses during this
     initial term is approximately $100,000, subject to ongoing
     audit and review by the Company of the Consultant's performance
     in obtaining the stipulated Web sites.  The Company agreed to
     pay an advance fee of $30,000 to the Consultant on a bi-weekly
     basis from January 1, 1999 through April 30, 1999.  The
     agreement shall be extended contingent on the Consultant
     meeting certain stipulated goals and the agreement may be
     canceled at any time by the Company.

NOTE  13  - SUBSEQUENT EVENTS

     (A) Acquisition of Diversified

     On July 15, 1998 the Board of Directors of Diversified and
     AmeriCom elected to execute a stock swap, whereby six
     stockholders, three of whom were related parties at that date,
     representing 100% of the outstanding stock of Diversified,
     exchanged their common stock for common stock of AmeriCom at a
     ratio of 500 for 1.  Diversified then issued 10,000 shares of
     its common stock to AmeriCom resulting in Diversified becoming
     a wholly owned subsidiary of AmeriCom. Since both entities were
     under common control the exchange was accounted for at
     historical cost in a manner similar to that in a pooling of 
     interests.

     (B) Conversion of Promissory Notes

     At June 30, 1998 there were three convertible promissory notes
     outstanding for $12,500 each (See Note 6). In August and
     September 1998  three  new  convertible promissory notes were
     issued in the  amounts of $12,500 each under the same terms as
     the previous notes. In October 1998 all six of the  convertible
      promissory notes were  converted to common stock of the
     Company at a price of $1.00 per share.  The shares issued
     aggregated 78,455 including 3,455 shares issued for accrued 
     interest.









                                  15



                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997



NOTES 13 -  SUBSEQUENT EVENTS (CONT'D)

     (C) Merger and Recapitalization

     On November 23, 1998 AmeriCom USA, Inc. entered into an
     Agreement and Plan of Merger (the "Agreement") with Chatsworth
     Acquisition Corporation, a public shell  ("Chatsworth") whereby
     all of the stockholders of AmeriCom USA, Inc. exchanged all of
     their common stock in AmeriCom USA, Inc. for 27,550,000 shares
     or 91.83% of the common stock of Chatsworth.  The merger was
     effective on December 4, 1998 and Chatsworth changed its name
     to AmeriCom USA, Inc.  Under Generally Accepted Accounting
     Principles, a company whose stockholders receive over fifty
     percent of the stock of the surviving entity in a business
     combination is considered the acquirer for accounting purposes.
      Accordingly, the transaction is accounted for as an
     acquisition of Chatsworth by AmeriCom USA, Inc. and a
     recapitalization of AmeriCom USA, Inc.  The financial
     statements subsequent to the acquisition will include the
     following: (1) the balance sheet will consist of the net assets
     of Chatsworth at historical costs and the net assets of the
     Company at historical costs; (2) the statement of operations
     will consist of the operations of the Company for the entire
     fiscal year and the operations of Chatsworth from the
     acquisition date.  As a result of the merger, 2,100,000 shares
     of common stock of the surviving entity were issued to certain
     parties who were not previously stockholders of Chatsworth or
     the Company (See Note 12), and 350,000 shares were issued to
     the prior shareholders of Chatsworth, resulting in of a total
     30,000,000 common shares issued and outstanding, just
     subsequent to consummation of the merger.

     (D) Private Placements

     In December 1998 the Company issued a Private Placement
     Memorandum, pursuant to Regulation S of the Securities Act of
     1933, as amended, to offer 152 units each consisting of 10,000
     shares of the Company's Class A Common Stock at a purchase
     price of $20,000 per unit or $2.00 per share.  A discount of
     $0.50 per share was offered to subscribers who paid 100% with
     their subscription agreement.  In January 1999 the Company
     amended such Private Placement Memorandum to increase the units
     offered to 452.  As of January 29, 1999 the Company has
     received subscriptions for approximately 2,350,000 shares
     aggregating approximately $3,687,500, at which point the
     offering was closed. The Company's net proceeds after placement
     discount and commissions but before offering expenses are
     estimated to be 90% of the amount raised.



                                  16


                AMERICOM USA, INC. AND RMC DIVERSIFIED
                       ASSOCIATES INTERNATIONAL
                NOTES TO COMBINED FINANCIAL STATEMENTS
                     AS OF JUNE 30, 1998 AND 1997



NOTES 13 -  SUBSEQUENT EVENTS (CONT'D)


     (E) Acquisition of Software Company

     On January 24, 1999, the effective date,  the Company entered
     into an Agreement and Plan of Reorganization (the "Agreement")
     by and among the Company, Kiosk Acquisition, Inc. ("KAI"),
     Kiosk Software, Inc.("Kiosk") and the principal shareholder of
     Kiosk (the "Kiosk shareholder"). KAI Acquisition, Inc. is a
     wholly owned subsidiary of the Company formed specifically for
     the purpose of acquiring Kiosk.  Under the terms of the
     Agreement, which shall close on or before February 15, 1999, 
     the Company shall acquire one hundred percent of the issued and
     outstanding common stock of Kiosk by issuing shares of the
     Company's common stock based on an exchange ratio formula as
     follows: (1) the exchange ratio shall be computed by dividing
     1,000,000 by the quantity of outstanding Kiosk common shares
     just prior to the merger; (2) the number of shares issued to
     Kiosk shareholders shall be equal to the product of the number
     of shares of Kiosk owned times the ratio computed in (1) above.
      The 1,000,000 numerator of the exchange ratio shall be
     adjusted, as defined in the agreement, based on any stock sales
     taking place between the effective date of the Agreement and
     180 days after the closing date of the Agreement, at a price
     below the $2.00 offering price of the Regulation S Private
     Placement (see Note 13).  Any unexercised options of Kiosk at
     the effective date of the merger shall also be converted to
     options of the Company at a similar ratio as the common stock
     exchange discussed above.  At completion of the merger, all
     shares of Kiosk shall be retired and the corporate existence of
     Kiosk shall be terminated. On February 8, 1999 the acquisition
     was closed.

     The principal shareholder of Kiosk shall be employed by KAI
     subsequent to the merger, as its President and Chief Operating
     Officer at an annual salary of $100,000 and as a director of
     such corporation.

     Kiosk specializes in complete kiosk development services
     including custom cabinet design and multimedia software
     development for a wide variety of applications using its
     proprietary Kiosk Operating System.

     In contemplation of the merger, the Company has advanced funds
     totaling $50,000 to Kiosk. Such advances are evidenced by two
     promissory notes in the amounts of $15,000 and $35,000 dated
     January 4, 1999 and January 19, 1999, respectively.  The notes
     bear interest at 8% per annum with principal and accrued
     interest due on or before December 31, 1999.  On the closing
     date of February 8, 1999, funds were advanced to Kiosk to pay
     off its liabilities.



                                  17



                  AMERICOM USA, INC. AND SUBSIDIARY
                  INTERIM CONSOLIDATED BALANCE SHEET
                          DECEMBER 31, 1998
                             (UNAUDITED)


                                                                    
    ASSETS


  CURRENT ASSETS:
     Cash                                          $ 111,606
     Accounts Receivable                              33,164
     Other Current Assets                              8,081
                                                   ---------
        Total Current Assets                         152,851

  PROPERTY AND EQUIPMENT, NET                         49,298

  OTHER ASSETS                                           455
                                                   ---------
             TOTAL ASSETS                          $ 202,604
                                                   ---------
                          

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

  CURRENT LIABILITIES:
      Accounts Payable & Accrued Expenses          $ 197,100
      Payroll Taxes Payable                           84,662
      Accrued Salaries and Wages                     549,317
      Franchise Tax Payable                              800
      Notes & Loans Payable - Related Parties        826,434
      Notes & Loans Payable                          105,011
                                                   ---------
         Total Current Liabilities                 1,763,324


  STOCKHOLDERS' DEFICIENCY:
      Preferred Stock, $.0001 par value, 
       20,000,000 shares authorized, 
       none issued and outstanding
      Common Stock, $.0001 par value, 
       100,000,000 shares authorized, 
       30,115,000 shares issued and 
       outstanding                                      3,011
                                                                             
      Common Stock Subscribed, 
       2,130,000 shares                                   213
      Paid-in Capital                               4,240,231
      Accumulated Deficit                          (2,525,175)
                                                   -----------
           Sub-Total                                1,718,280
      Less Subscriptions Receivable                (3,279,000)
                                                   -----------
          Total Stockholders' Deficiency           (1,560,720)      
                                                   -----------               
        TOTAL LIABILITIES AND 
        STOCKHOLDERS' DEFICIENCY                    $ 202,604
                                                    ---------


        See accompanying notes to interim consolidated financial statements.


                  AMERICOM USA, INC. AND SUBSIDIARY
             INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
                             (UNAUDITED)
         
CASH FLOWS FROM OPERATING ACTIVITIES: 
  Net Loss                                         $(651,125)
  Adjustments to reconcile net loss to net cash
   used in operating activities:
      Depreciation                                     3,197 
  Changes in operating assets and liabilities:  
   (Increase) decrease in:   
      Accounts receivable                            (26,397)
      Other current assets                            (6,881)
    Increase (decrease) in:  
      Accounts payable and accrued expenses          (19,418)
      Payroll taxes payable                           31,048 
      Accrued salaries and wages                     (16,425)
                                                     --------
       
      NET CASH (USED IN) PROVIDED 
        BY OPERATING ACTIVITIES                     (686,001)
                                                    ---------
         
CASH FLOWS FROM INVESTING ACTIVITIES: 
  Purchase of property and equipment                 (38,116)
                                                    --------- 
         
      NET CASH USED IN INVESTING ACTIVITIES          (38,116)
                                                     --------
         
CASH FLOWS FROM FINANCING ACTIVITIES: 
  Sale of common stock                               779,448 
  Increase (decrease) in notes payable                27,508 
                                                     -------
         
      NET CASH PROVIDED BY FINANCING ACTIVITIES      806,956 
                                                     -------
         
NET INCREASE (DECREASE) IN CASH                       82,839 
         
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD      28,767 
                                                      ------
         
CASH AND CASH EQUIVALENTS AT END OF PERIOD        $  111,606 
                                                  ----------
         
         
        See accompanying notes to interim consolidated financial statements.
         
         

                  AMERICOM USA, INC. AND SUBSIDIARY
             INTERIM CONSOLIDATED STATEMENT OF OPERATIONS
              FOR THE SIX MONTHS ENDED DECEMBER 31, 1998
                             (UNAUDITED)

REVENUES                                         $       -
                                                 ----------
         TOTAL REVENUES                                  -
                                                 ----------

EXPENSES:
  Salaries & Wages                                 $228,190                 
  Payroll Taxes                                      21,301
  Advertising                                           800
  Audit & Accounting                                 10,520
  Building Rent                                      12,600
  Consulting expense                                 79,114
  Depreciation expense                                3,197
  Insurance                                          16,135
  Legal                                              77,364
  Other general and administrative expenses          38,886
  Outside Services                                   55,840
  Telephone expense                                  21,802
  Travel expense                                     38,398
                                                    -------

TOTAL EXPENSES                                      604,147
                                                  ---------

OPERATING LOSS                                     (604,147)
                                                  ----------

OTHER INCOME (EXPENSE):
  California Franchise Tax                           (1,600)
  Interest expense                                  (42,421)
  Vendor finance charges                             (1,236)
  Payroll & Franchise Tax penalties and interest     (1,731)

NET OTHER EXPENSE                                   (46,978)
                                                    --------
                         
NET LOSS                                          $(651,125)


           See accompanying notes to interim consolidated financial statements.

                    AMERICOM USA, INC. AND SUBSIDIARY
   INTERIM CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY
                 FOR SIX MONTHS ENDED DECEMBER 31, 1998
                             (UNAUDITED)
<TABLE>
<CAPTION>          

           SHARES       AMOUNT   SHARES    AMOUNT    SHARES   AMOUNT   CAPITAL  DEFICIT      RECEIVABLE TOTAL
<S>        <C>          <C>      <C>       <C>       <C>      <C>      <C>      <C>           <C>        <C> 
Balance
 June 30, 
 1998        4,500,000  $4,500    -        $  -      10,000   $10,000  $133,007 $(1,874,050) $   -       $(1,560,720)
                                                                        
Acquisition 
of DAI
by AmeriCom 
USA           5,000,000   5,000    -           -     (10,000) (10,000)    5,000     -             -                 0

Conversion 
of promis-
sory notes 
into common
stock           78,4555      78     -          -        -         -      78,377     -             -            78,455
                                                                        
Stock sold 
prior to 
merger          631,000     631     -          -        -         -     538,530     -             -           539,161
                                                                        
Reverse merger 
with Chats-
worth Acqui-
sition Cor-
poration     19,790,545  (7,209)     -          -       -         -       8,042     -             -               833
                                                                        
Stock sold 
after 
merger          115,000      11      -          -       -         -     182,488     -             -           182,499
                                                                        
Stock 
subscribed         -          -   2,130,000    213      -         -   3,294,787     -         (3,279,000)      16,000

Net Loss, 
7/1/98-
12/31/98            -         -       -         -       -         -        -      (651,125)    
                                                                        
Balance, 
December 31, 
1998         30,115,000  $3,011   2,130,000   $213       -       $-  $4,240,231 $(2,525,175) $(3,279,000) $(1,560,720)

</TABLE>

    See accompanying notes to interim consolidated financial statements.    
          

                   AMERICOMUSA, INC. AND SUBSIDIARY
          NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
                       AS OF DECEMBER 31, 1998

  NOTE 1   BASIS OF PRESENTATION 
  
             The accompanying unaudited consolidated financial
  statements have been prepared in accordance with generally
  accepted accounting principles and the rules and regulations of
  the Securities and Exchange Commission for  interim financial
  information.  Accordingly, they do not include all the
  information and footnotes necessary for a comprehensive
  presentation of financial position and results of operations.
  
            It is managements's opinion, however, that all
  material adjustments (consisting of normal recurring
  adjustments) have been made which are necessary for a fair
  financial statements presentation.  The results for the interim
  period are not necessarily indicative of the results to be
  expected for the year.

              For further information, refer to the combined
       financial statements and footnotes included in the
       company's December 4, 1998 Form 8-K, as amended, for
       the years ended June 30, 1998 and 1997.
       
       NOTE 2   ACQUISITION OF RMC DIVERSIFIED ASSOCIATES
       INTERNATIONAL, LTD.
       
              On July 15, 1998, the Board of Directors of RMC
       Diversified Associates International, Ltd.
       ("Diversifed") and AmeriComUSA, Inc. ("AmeriCom")
       elected to execute a stock swap, whereby six
       stockholders, three of whom were related parties at
       that date, representing 100% of the outstanding stock
       of Diversified, exchanged their common stock for
       common stock of AmeriCom at a ratio of 500 to 1. 
       Diversified then issued 10,000 shares of its common
       stock to AmeriCom, resulting in Diversified becoming a
       wholly owned subsidiary of AmeriCom.  Since both
       parties were under common control, the exchange was
       accounted for at historical cost in a manner similar
       to that in a pooling of interests.

       NOTE 3   CONVERSION OF PROMISSORY NOTES 
       
              At June 30, 1998, there were three convertible
       promissory notes outstanding for $12,500 each.  In
       August and September, 1998, three new convertible
       promissory notes were issued in the amounts of $12,500
       each under the same terms as the previous notes.  In
       October, 1998, all six of the convertible promissory
       notes were converted to common stock of the Company at
       a price of $1.00 per share.  The shares issued
       aggregated 78,455 including 3,455 shares issued for
       accrued interest.
       
       NOTE 4   MERGER AND RECAPITALIZATION 
       
              On November 23, 1998, AmeriComUSA, Inc.
       ("AmeriCom") entered into an Agreement and Plan of
       Merger (the "Agreement") with Chatsworth Acquisition
       Corporation, a public shell  ("Chatsworth") whereby
       all of the stockholders of AmeriCom exchanged all of
       their common stock in AmeriCom for 27,550,000 shares,
       or 91.83%, of the common stock of Chatsworth.  The
       merger was effective on December 4, 1998, and
       Chatsworth changed its name to AmeriComUSA, Inc. 
       Under Generally Accepted Accounting Principles, a
       company whose stockholders receive over fifty percent
       of the stock of the surviving entity in a business
       combination is considered the acquirer for accounting
       purposes.  Accordingly, the transaction is accounted
       for as an acquisition of Chatsworth by AmeriCom and a
       recapitalization of AmeriCom.  The financial
       statements subsequent to the acquisition include the
       following:  (1)  the balance sheet consists of the net
       assets of Chatsworth at historical costs and the net
       assets of the Company at historical costs;  (2)  the
       statement of operations consists of the operations of
       the Company for the six months starting July 1, 1998,
       and the operations of Chatsworth from the acquisition
       date, December 4, 1998.  As a result of the merger,
       2,100,000 shares of common stock of the surviving
       entity were issued to certain parties who were not
       previously stockholders of Chatsworth or the Company,
       and 350,000 shares were issued to the prior
       shareholders of Chatsworth, resulting in a total of
       30,000,000 common shares issued and outstanding, just
       subsequent to consummation of the merger.

       NOTE 5   PRIVATE PLACEMENTS
       
              In December, 1998, the Company issued a Private
       Placement Memorandum, pursuant to Regulation S of the
       Securities Act of 1933, as amended, to offer 152 units
       each consisting of 10,000 shares of the Company's
       Class A Common Stock at a purchase price of $20,000
       per unit or $2.00 per share.  A discount of $0.50 per
       share was offered to subscribers who  
       paid 100% with their subscription agreement.  In
       January, 1999, the Company amended such Private
       Placement Memorandum to increase the units offered to
       452.  As of January 29, 1999, the Company had received
       subscriptions for approximately 2,350,000 shares
       aggregating $3,687,500, at which point the offering
       was closed.  The Company's net proceeds after
       placement discount and commissions but before offering
       expenses are estimated to be 90% of the amount raised.
       
       NOTE 6   SUBSEQUENT EVENT
       
       Acquisition of Software Company 
       
              On January 24, 1999, the effective date, the
       Company entered into an Agreement and Plan of
       Reorganization (the "Agreement")  by and among the
       Company, Kiosk Acquisition, Inc.  ("KAI") ,  Kiosk
       Software, Inc.  ("Kiosk")  and the principal
       shareholder of Kiosk  (the "Kiosk shareholder").  KAI
       is a wholly owned subsidiary of the company formed
       specifically for the purpose of acquiring Kiosk. 
       Under the terms of the Agreement, which closed on
       February 8, 1999, the Company acquired one hundred
       percent of the issued and outstanding common stock of
       Kiosk by issuing shares of the Company's common stock
       based on an exchange ratio formula as follows:   (1) 
       the exchange ratio shall be computed by dividing
       1,000,000 by the quantity of outstanding Kiosk common
       shares just prior to the merger;  (2)  the number of
       shares issued to Kiosk shareholders shall be equal to
       the product of the number of shares of Kiosk owned
       times the ratio computed in  (1)  above.  The
       1,000,000 numerator of the exchange ratio shall be
       adjusted, as defined in the agreement, based on any
       stock sales taking place between the effective date of
       the Agreement and 180 days after the closing date of
       the Agreement, at a price below the $2.00 offering
       price of the Regulation S Private Placement  (see Note
       5).  Any unexercised options of Kiosk at the effective
       date of the merger shall also be converted to options
       of the Company at a similar ratio as the common stock
       exchange discussed above.  At completion of the
       merger, all shares of Kiosk shall be retired and the
       corporate existence of Kiosk shall be terminated.

              The principal shareholder of Kiosk has been
       employed by KAI subsequent to the merger, as its
       President and Chief Operating Officer at an annual
       salary of $100,000 and as a director of such corporation.

              Kiosk specializes in complete kiosk development
       services including custom cabinet design and
       multimedia software development for a wide variety of
       applications using its proprietary Kiosk Operating 
       System.

              In contemplation of the merger, the Company had
       advanced funds totaling $50,000 to Kiosk.  On the
       closing date, February 8, 1999, the Company advanced
       funds totaling $579,950 to Kiosk so that Kiosk could
       pay off all its outstanding liabilities.
              
                          

                  CHATSWORTH ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                                   
                         FINANCIAL STATEMENTS
                                   
                        AS OF OCTOBER 31, 1998






                  CHATSWORTH ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                                   
                               CONTENTS          




       PAGE      1 - INDEPENDENT AUDITORS' REPORT

       PAGE      2 - BALANCE SHEET AS OF OCTOBER 31, 1998

       PAGE      3 - STATEMENTS OF OPERATIONS FOR TEN MONTHS
                     ENDED OCTOBER 31, 1998 AND FOR THE PERIOD
                     FROM DECEMBER 3, 1997 (INCEPTION) TO
                     OCTOBER 31, 1998

       PAGE      4 - STATEMENT OF CHANGES IN STOCKHOLDERS'
                     EQUITY FOR THE PERIOD FROM DECEMBER 3,
                     1997 (INCEPTION) TO OCTOBER 31,1998

       PAGE      5 - STATEMENTS OF CASH FLOW FOR THE TEN MONTHS
                     ENDED OCTOBER 31, 1998 AND FOR THE PERIOD
                     FROM DECEMBER 3, 1997 (INCEPTION) TO
                     OCTOBER 31, 1998

       PAGE  6 - 9 - NOTES TO FINANCIAL STATEMENTS AS OF
                     OCTOBER 31, 1998



                     INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
 Chatsworth Acquisition Corporation
 (A Development Stage Company)

We have audited the accompanying balance sheet of Chatsworth
Acquisition Corporation (a development stage company) as of October
31, 1998 and the related statements of operations, changes in
stockholders' equity and cash flows for the ten months then ended
and for the period from December 3, 1997 (inception) to October 31,
1998. These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements.  An audit also includes
 assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statements presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly in all material respects, the financial position of
Chatsworth Acquisition Corporation (a development stage company) as
of October 31, 1998, and the results of its operations and its cash
flows for the ten months then ended and from December 3, 1997
(inception) to October 31, 1998, in conformity with generally
accepted accounting principles.






                                WEINBERG & COMPANY, P.A.



Boca Raton, Florida
November 23, 1998

                  CHATSWORTH ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                            BALANCE SHEET
                        AS OF OCTOBER 31, 1998


                                ASSETS





Cash                                              $     918

TOTAL ASSETS                                      $     918



                 LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES                                       

   Due to related party                           $      50

STOCKHOLDERS' EQUITY

   Preferred Stock, $.0001
    par value, 20 million
    shares authorized, none
    issued and outstanding                            -    
   Common Stock, $.0001 par
    value, 100 million shares
    authorized, 5,000,000 issued
    and outstanding                                    500
   Capital in excess of par                            500
   Accumulated deficit                                (132)  
 
     Total Stockholders' Equity                        868

TOTAL LIABILITIES AND STOCKHOLDERS'
 EQUITY                                          $     918









           See accompanying notes to financial statements.
                                  2

                  CHATSWORTH ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF OPERATIONS
              FOR THE TEN MONTHS ENDED OCTOBER 31, 1998
               AND FOR THE PERIOD FROM DECEMBER 3, 1997
                   (INCEPTION) TO OCTOBER 31, 1998


                              CUMULATIVE FROM
                              DECEMBER 3, 1997     TEN MONTHS
                               (INCEPTION) TO         ENDED
                              OCTOBER 31, 1998  OCTOBER 31,1998


Income                       $            -     $          -    

Expenses

 Bank charges                $             132  $           132 

NET LOSS                     $            (132) $          (132)  















           See accompanying notes to financial statements.
                                  3

                  CHATSWORTH ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                       STATEMENT OF CHANGES IN
                         STOCKHOLDERS' EQUITY
                 FOR THE PERIOD FROM DECEMBER 3, 1997
                   (INCEPTION) TO OCTOBER 31, 1998



                                             Deficit 
                                Additional Accumulated
                         Common  Paid-In   During Devel-
                         Stock   Capital   opment Stage    Total 


Common stock issuance    $  500 $      500 $       -     $ 1,000

Net loss for the ten
 months ended October
 31, 1998                  -          -            (132)    (132) 

BALANCE AT OCTOBER
 31, 1998                $  500 $      500 $       (132) $   868



           See accompanying notes to financial statements.
                                  4

                  CHATSWORTH ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
                       STATEMENTS OF CASH FLOWS
              FOR THE TEN MONTHS ENDED OCTOBER 31, 1998
               AND FOR THE PERIOD FROM DECEMBER 3, 1997
                   (INCEPTION) TO OCTOBER 31, 1998


                                    CUMULATIVE FROM
                                    DECEMBER 3, 1997     TEN MONTHS
                                     (INCEPTION) TO         ENDED
                                    OCTOBER 31, 1998  OCTOBER 31, 1998
  CASH FLOWS FROM
   OPERATING ACTIVITIES:
  
   Net loss                         $           (132) $           (132) 
   Adjustments to
    reconcile net loss
    to net cash used
    by operating activities:                    -                 -    
  
   Net cash used in
    operating activities                        (132)             (132) 
  
  CASH FLOWS FROM INVESTING
   ACTIVITIES                                   -                 -    
  
  CASH FLOWS FROM FINANCING
   ACTIVITIES:
  
     Due to related party                         50                50 
     Proceeds from issuance
      of common stock                          1,000              -    
  
   Net cash provided by
    financing activities                       1,050                50 
  
  INCREASE (DECREASE) IN CASH
   AND CASH EQUIVALENTS                          918               (82)  
  
  CASH AND CASH 
   EQUIVALENTS - BEGINNING 
   OF PERIOD                                    -                1,000 
  
  CASH AND CASH EQUIVALENTS
   - END OF PERIOD                  $            918  $            918 
  
  
  
  
  
            See accompanying notes to financial statements.
                                   5

                 CHATSWORTH ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF OCTOBER 31, 1998
  
  
  NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  
              A.  Organization and Business Operations
  
              Chatsworth Acquisition Corporation (a development
              stage company) ("the Company") was incorporated in
              Delaware on December 3, 1997 to serve as a vehicle
              to effect a merger, exchange of capital stock, asset
              acquisition or other business combination with a
              domestic or foreign private business.  At October
              31, 1998, the Company had not yet commenced any
              formal business operations, and all activity to date
              relates to the Company's formation and proposed fund
              raising.  The Company's fiscal year end is December 31.
  
              The Company's ability to commence operations is
              contingent upon its ability to identify a
              prospective target business and raise the capital it
              will require through the issuance of equity
              securities, debt securities, bank borrowings or a
              combination thereof.
  
              
              B.  Use of Estimates
  
              The preparation of the financial statements in
              conformity with generally accepted accounting
              principles requires management to make estimates and
              assumptions that affect the reported amounts of
              assets and liabilities and disclosure of contingent
              assets and liabilities at the date of the financial
              statements and the reported amounts of revenues and
              expenses during the reporting period.  Actual
              results could differ from those estimates.
  
              C.  Cash and Cash Equivalents
  
              For purposes of the statements of cash flows, the
              Company considers all highly liquid investments
              purchased with an original maturity of three months
              or less to be cash equivalents.
  
  
  
  
  
  
  
                                   6


                 CHATSWORTH ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF OCTOBER 31, 1998
  
  
  
  NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
              D.  Income Taxes
  
              The Company accounts for income taxes under the
              Financial Accounting Standards Board of Financial
              Accounting Standards No. 109, "Accounting for Income
              Taxes" ("Statement 109"). Under Statement 109,
              deferred tax assets and liabilities are recognized
              for the future tax consequences attributable to
              differences between the financial statement carrying
              amounts of existing assets and liabilities and their
              respective tax basis. Deferred tax assets and
              liabilities are measured using enacted tax rates
              expected to apply to taxable income in the years in
              which those temporary differences are expected to be
              recovered or settled. Under Statement 109, the
              effect on deferred tax assets and liabilities of a
              change in tax rates is recognized in income in the
              period that includes the enactment date. There were
              no current or deferred income tax expense or
              benefits due to the Company's limited operations for
              the period ended October 31, 1998.
  
              E.  New Accounting Pronouncements
  
              The Financial Accounting Standards Board has
              recently issued several new accounting
              pronouncements. Statement No. 129, "Disclosure of
              Information about Capital Structure" establishes
              standards for disclosing information about an
              entity's capital structure, is effective for
              financial statements for periods ending after
              December 15, 1997 and has been adopted by the
              Company as of December 31, 1997. Statement No. 130,
              "Reporting Comprehensive Income" establishes
              standards for reporting and display of comprehensive
              income and its components, and is effective for
              fiscal years beginning after December 15, 1997. 
              Statement No. 131, "Disclosures about Segments of an
               Enterprise and Related Information"  establishes
              standards for the way that public business
              enterprises report information about operating
              segments in annual financial statements and requires
              that those enterprises report selected information
              about operating segments in interim financial
              reports issued to shareholders.  It also establishes
              standards for related disclosures about products and
              services, geographic areas,  and  major  customers, 
              and  is  effective  for          
                                   7


                 CHATSWORTH ACQUISITION CORPORATION
                   (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO FINANCIAL STATEMENTS
                       AS OF OCTOBER 31, 1998
  
  
  
  
  NOTE  1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
  
              financial statements for periods beginning after
              December 15, 1997.  The Company believes that its
              adoption of Statements 130 and 131 did not have a
              material effect on the Company's financial position
              or results of operations.
  
  NOTE  2 - STOCKHOLDERS' EQUITY
  
              A.  Preferred Stock
  
              The Company is authorized to issue 20,000,000 shares
              of preferred stock at $.0001 par value, with such
              designations, voting and other rights and
              preferences as may be determined from time to time
              by the Board of Directors.
  
              B.  Common Stock
  
              The Company is authorized to issue 100,000,000
              shares of common stock at $.0001 par value.  The
              Company issued 4,750,000 and 250,000 shares to
              Pierce Mill Associates, Inc. and Cassidy &
              Associates, respectively.
  
  NOTE  3 - RELATED PARTIES
  
              Legal counsel to the Company is a firm owned by a
              director of the Company who also owns 100% of the
              outstanding  stock  of  Pierce Mill Associates,
              Inc., the  95% shareholder. The same party is also
              the controlling owner of Cassidy & Associates, the
              5% shareholder that the Company is indebted to in
              the amount of $50.
  
  
  
  
  
  
                                   8


                   CHATSWORTH ACQUISITION CORPORATION
                     (A DEVELOPMENT STAGE COMPANY)
                     NOTES TO FINANCIAL STATEMENTS
                         AS OF OCTOBER 31, 1998
  
  
  
  NOTE  4 - SUBSEQUENT EVENTS
  
              Merger and Recapitalization
  
              On November 23, 1998 Americom USA, Inc. ("Americom")
              entered into an Agreement and Plan of Merger (the
              "Agreement") with the Company whereby all of the
              stockholders of Americom exchanged all of their
              common stock in Americom for 27,550,000 shares or
              91.83% of the common stock of the Company.  The
              merger was effective on December 4, 1998 and the
              Company changed its name to Americom USA, Inc. Under
              Generally Accepted Accounting Principles, a company
              whose stockholders receive over fifty percent of the
              stock of the surviving entity in a business
              combination is considered the acquirer for
              accounting purposes. Accordingly, the transaction is
              accounted for as an acquisition of the Company by
              Americom and a recapitalization of Americom. The
              financial statements subsequent to the acquisition
              will include the following: (1) the balance sheet
              will consist of the net assets of the Company at
              historical costs and the net assets of Americom at
              historical costs; (2) the statement of operations
              will consist of the operations of Americom for the
              entire fiscal year and the operations of the Company
              from the acquisition date.  As a result of the
              merger, 4,650,000 of the original 5,000,000
              outstanding common shares of Chatsworth were
              retired, and 2,100,000 shares of common stock of the
              surviving entity were issued to certain parties who
              were not previously stockholders of the Company or
              Americom, resulting in a total 30,000,000 common
              shares issued and outstanding, just subsequent to
              consummation of the merger.
  
  
  
  
  
  
  
  
  
  
                                   9
  
  ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
  ACCOUNTING AND FINANCIAL DISCLOSURE
  
           As a result of the merger of AmeriCom USA, Inc. with
  and into Chatsworth Acquisition Corporation and as of the date
  thereof, December 4, 1998, the accountant to Chatsworth was
  replaced with the accountant for AmeriCom USA, Inc.  The
  financial statements for the Company since inception and prior
  to the change in such accountants have not contained any adverse
  opinion or disclaimer or were modified as to any uncertainty,
  audit scope or accounting principles and there were not any
  disagreements or "reportable events" with such former accountant.
  
  
                                PART III
  
  ITEM 9.          DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                   CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A)
                   OF THE EXCHANGE ACT
  
          The Directors and Officers of the Company are as follows:
  
          Name                 Age             Title
  
       Robert M. Cezar         57         Director, Chief Executive Officer

       David H. Loomis         60         Director, President, Chief Operating
                                          Officer, Acting Chief Financial
                                          Officer, Treasurer, Vice President
                                          of Finance

       Greg M. Hogue           58         Executive Vice President
  
       Helen E. Cooper         58         Secretary, Vice President for
                                             Administration

       Craig D. Machado        52         Director

       Winston Lee             44         Vice President, International
                                          Corporate Development

  
          There are no agreements or understandings for any
  officer or director to resign at the request of another person
  and none of the above-named officers or directors  is acting on
  behalf of or will act at the direction of any other person.
  
          Set forth below are the names of the directors and
  officers of the Company, all positions and offices with the
  Company held, the period of service, and business experience
  during at least the last five years:
  
               ROBERT M. CEZAR, 57, serves as Chief Executive
  Officer and a director of the Company.  Since 1994, Mr.  Cezar
  has served as a director, chief executive officer and president
  of Diversified Associates International, now a wholly-owned
  subsidiary of the Company.  From 1994 to 1996, Mr.  Cezar was
  chief executive officer, director and chief engineering officer
  of AmeriCom USA, Inc.  From 1996 to 1998, Mr.  Cezar was vice
  president of engineering for Enhanced Service Providers, a
  telecommunications company.  
   
               DAVID H. LOOMIS, 60, serves as President, Chief
  Operating Officer, Acting Chief Financial Officer, Treasurer,
  Vice President of Finance and a director of the Company.  From
  1963 to 1991, Mr. Loomis served in various positions at Loomix,
  a $23 million agri-business company culminating as chief
  financial officer and a director.  From 1994 to 1996, Mr. Loomis
  served as chief financial officer and a director of AmeriCom
  USA.  From 1996 to 1998, Mr.  Loomis served as chief financial
  officer and a director of DAI.  In April, 1998, Mr.  Loomis
  joined the Company as its Chief Financial Officer, Treasurer,
  and Vice President for Finance and in January, 1999, assumed the
  positions of President and Chief Operating Officer.  Mr. Loomis
  received his Bachelor of Science degree in Social Science from
  California State Polytechnic University in 1961.
  
               GARY M. HOGUE, 58, serves as Executive Vice
  President of the Company.  From 1994 to 1998, Mr. Hogue was the
  Administrative Manager for Torch Operating Company, Santa Maria
  District, an oil production operating company for facilities
  both offshore and onshore California.  From 1969 to 1992, Mr.
  Hogue served in a number of positions with Atlantic Richfield
  Co. (ARCO), the last of which was Personnel Director for ARCO
  Oil and Gas, Western District.  Mr. Hogue received his Bachelor
  of Science degree in Economics from Sonoma State College in 1972
  and mis Masters of Business Administration in 1982 from
  Pepperdine University, Malibu, California.
  
               HELEN E. COOPER, 58, serves as Secretary and Vice
  President for Administration of the Company.  From 1993 to 1994,
  Ms.  Cooper served as a director, corporate secretary and vice
  president for administration of DAI.  From 1994 to 1996, Ms.
  Cooper was director, corporate secretary and vice president for
  administration of AmeriCom USA, Inc.  From 1996 to 1998, Ms. 
  Cooper served as an administrative assistant at Enhanced Service
  Providers.  Since April 1998, Ms.  Cooper has been employed by
  the Company.  Ms.  Cooper received her teaching degree in 1962
  from Oxford University and Froebel Institute, United Kingdom.  
  
               CRAIG D. MACHADO, 52, serves as a director of the
  Company.  From 1991 to 1995, Mr. Machado served as vice
  president, marketing and merchandising at Calgene Fresh, Inc., a
  genetically engineered fresh tomato company.  Since 1995, Mr.
  Machado has been the director of marketing for APIO, Inc., an
  agro distribution and processing company located in Guadalupe,
  California.  Mr. Machado has served as president of the Northern
  California Produce Council in 1976 and 1977 and was recognized
  by the Sacramento Bee as the Creative Advertiser of the Year for
  1987.  Mr. Machado received his Bachelor of Science degree in
  Architectural Engineering from California State University,
  Sacramento, California in 1966.
  
               WINSTON LEE, 44, serves as Vice President of
  International Corporate Development.  In 1987 Mr. Lee founded
  Gateway Communications Limited, Taipei, Taiwan, an international
  direct dial rate arbitrage company which developed an automatic
  aggregation system.  From 1994 to 1998, Mr. Lee was managing
  director of Strait Venture Inc., Taiwan, which company
  represents several large telecommunications company in the Far
  East, including China.  Mr. Lee received his Bachelor of
  Architecture degree in 1977 from Rice University and his Master
  of Business Administration from New York University in 1982.  In
  October, 1998, Mr. Lee joined the Company as its Vice President
  for International Corporate Development.
  
  LEGAL PROCEEDINGS INVOLVING PRIOR PUBLIC COMPANY
  
          In June of 1982, Robert Cezar became president of
  International Video Corporation, a publicly held company and
  thereafter acted as its chief executive officer and a director. 
  In May, 1983, International Video Corporation changed its name
  to Cezar Industries, Ltd. ("CIL").  On June 15, 1992, Mr. Cezar
  resigned his position as an officer and director of CIL.  In
  May, 1994, CIL was unable to meet its debt obligations and filed
  a voluntary petition in bankruptcy under Chapter 11. 
  
  ITEM 10.  EXECUTIVE COMPENSATION
  
  REMUNERATION
  
          The following table sets forth the total compensation
  paid or accrued by the Company on behalf of the Chief Executive
  Officer and President of the Company during 1998 and the four
  highest paid officers who received a salary in excess of
  $100,000. In 1998, the Company did not issue any stock options
  or other incentive awards.  Pursuant to the Stock Option Plan
  adopted in 1999, the Company has issued options to purchase
  900,000 shares of Common Stock  to Robert Cezar, options to
  purchase 675,000 shares of Common Stock to David Loomis, options
  to purchase 600,000 shares of Common Stock to Craig Machado and
  643,762 options to Lori Fisher.  One-third of each such holders
  options become fully vested on March 9, 2000, one-third on March
  9, 2001, and one-third on March 9, 2002, except those of Ms.
  Fisher of which 343,762 are currently fully vested, 100,000
  vesting each in 2000, 2001 and 2002.  All such options are
  exercisable at $2.00 per share.
  
                       SUMMARY COMPENSATION TABLE
  

  PRINCIPAL POSITION         Year       Salary    

  Robert Cezar, Chief
   Executive Officer        1998         $86,150 

  David Loomis, President   1998         $75,167*

  Lori Fisher               1998        $100,000**
  
  *       Of which $46,000 was accrued.
  **      Of which $100,000 was accrued.
  
  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
  MANAGEMENT
  
          The following table sets forth, as of December 31, 1998,
  each director and officer of the Company and each person known
  by the Company to be the beneficial owner of five percent or
  more of the Company's Common Stock and except if noted, the
  holder thereof has sole voting and investment power with respect
  to the shares shown.
  
                                  Amount of Common           Percent of
                                  Stock Beneficially         Common Stock
  Name                            Owned (1)    
                                                                  
  Robert Cezar (2)(4)                  17,336,054               54.3%
  Chief Executive Officer, Director                               
  124 South Halcyon Road
  Arroyo Grande, California 93420
  
  David Loomis (4), Director              2,260,684               7.1%
  President, Chief Operating Officer,
  Acting Chief Financial Officer
  124 South Halcyon Road
  Arroyo Grande, California 93420
  
  Helen Cooper (3)                         993,919               3.1%
  Vice President of Administration, 
  Secretary
  124 South Halcyon Road
  Arroyo Grande, California 93420
  
  Gary Hogue                                     0                   0%
  Executive Vice President
  1303 Grand Avenue, Suite 221
  Arroyo Grande, California 93420
  
  Craig Machado, Director (4)             587,980                 1.8%
  21 La Gaviota
  Pismo Beach, California 93449
  
  All directors and                     21,198,637  
  executive officers as
  a group (5 persons)
  
  (1)  Based upon 31,943,528 outstanding shares of common stock.
  (2)  Of which 7,335,946 is held in the Robert M. Cezar trust.
  (3)  Of which 665,690 is held in the Helen E. Cooper trust.
  (4)   Does not include options issued pursuant to stock option
  plan which do not become fully vested within the next 60 days.
  
  ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
          The Company has been not a party to any transaction or
  proposed transaction within the past two years in which any
  director or executive officer, security holder or director
  nominee, or members of the immediate family of any of the
  foregoing, had a direct or indirect material interest.
  
  ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
  
  2.1*    Certificate of Merger filed December 18, 1998, with
          Securities and Exchange Commission as exhibit to Form
          8-K and incorporated herein by reference.
  
  3.1*    Certificate of Incorporation filed as an exhibit to the
          Company's registration statement on Form 10-SB (filed on
          February 11, 1998 and incorporated herein by reference.
  
  3.2*     By-Laws filed as an exhibit to the Company's
          registration statement on Form 10-SB filed on February
          11, 1998 incorporated herein by reference.
  
  3.3+    Amendment to  By-Laws.
  
  10.1*   Software development agreement between AmeriCom USA,
          Inc., a company incorporated under the laws of Delaware
          and Systeam, Spa filed as an exhibit to the Company's
          Form 8-K/A on February 18, 1999.
  
  10.2+   Agreement of Purchase and Sale and Exclusive Licensing
          of Technology with Americom, Ltd. effective March, 11,
          1999 for the acquisition of the My-Line Technology
  
  10.3+   Stock Option Plan
  
  16.1*    Accountant's Letter filed December 18, 1998, with
           Securities and Exchange Commission as exhibit to Form 8-K.
  
  23.1+   Consent of accountants
  _________
  *       Previously filed
  +       Filed herewith
  
  
          (b)      Form 8-K  filed December 18, 1998 reporting
  item 1, 2, 4, 6 and 9 and amended February 18, 1999 reporting
  item 7, financial statements dated January 29, 1999.
  
                   Form 8-K filed February 23, 1999 reporting item 2.
  
                               SIGNATURES
  
  
          Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant caused this report to be 
signed on its  behalf by the undersigned thereunto duly authorized.
  
                             AMERICOM USA, INC. 
  
  
                            By: /s/ Robert Cezar
                                    Chief Executive Officer


                                /s/ David Loomis
                                    Chief Financial Officer
                                March 31, 1999

        Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on 
behalf of the registrant and in the capacities and on the dates
indicated.

Name                        Office                         Date       
  
/s/ Robert Cezar            Director                     March 31, 1999

/s/ David Loomis            Director                     March 31, 1999
  
/s/ Craig Machado           Director                     March 31, 1999