UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington D.C. 20549


                                FORM 10-QSB


                Quarterly Report Under Section 13 or 15 (d)
                   Of the Securities Exchange Act of 1934

                 For Quarterly Period Ended   June 30, 2001
                                            ----------------

                     Commission File Number   000-29433
                                             ----------

                            USA BROADBAND, INC.
                     ---------------------------------
     (Exact name of small business issuer as specified in its charter)

     DELAWARE                                               84-1592698
-------------------------------                        --------------------
(State or other jurisdiction of                        (IRS Employer
 incorporation or organization)                         Identification No.)


                    8450 E. Crescent Parkway, Suite 100
                     Greenwood Village, COLORADO 80111
                  ----------------------------------------
                  (Address of principal executive offices)

          Issuer's telephone number
          including area code                         (720) 889-0150
                                                     ----------------

                      Optika Investment Company, Inc.
                         6975 South 1300 East #600
                            MIDVALE UTAH  84047
            ---------------------------------------------------
           (Former Name, Former Address, and Former Fiscal Year
                       if changed since last report)

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

                    Yes  X    No
                        ----      ----

                                 4,763,043
            ---------------------------------------------------
              (Number of shares of common stock the Issuer had
                     outstanding as of August 20, 2001)



                                   PART 1

ITEM 1 - FINANCIAL STATEMENTS

          The condensed financial statements included herein have been prepared
by the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.

     In the opinion of the Company, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of June 30, 2001, and the results of its
operations and changes in its financial position from September 30, 2000
through June 30, 2001 have been made.  The results of its operations for
such interim period is not necessarily indicative of the results to be
expected for the entire year.




                                     2



                            USA Broadband, Inc.
                 (formerly Optika Investment Company, Inc.)
                               Balance Sheets
<Table>
<Caption>
                                   ASSETS
                                   ------

                                                       June      September
                                                    30, 2001     30, 2000
                                                   -----------  -----------
                                                   (unaudited)

                                                <c>         <c>
Current Assets
--------------
Cash                                               $1,280,286  $      -
Interest Receivable                                    46,721         -
Notes Receivable (Note 2)                           1,078,456         -
                                                   -----------  -----------
Total Current Assets                               $2,405,463  $      -
                                                   ===========  ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
               ----------------------------------------------

Current Liabilities
-------------------
Accounts Payable                                      605,526        1,934
Interest Payable                                       27,963         -
Notes Payable (Note 3)                              1,500,000         -
                                                   -----------  -----------
Total Current Liabilities                           2,133,489        1,934

Stockholders' Equity
--------------------
Preferred Stock 50,000,000 shares
 authorized at $.001 par value;
 no shares are issued or outstanding                     -            -
Preferred Stock Subscribed                                683         -
Common Stock 100,000,000 shares
 authorized at $.001 par value;
 13,643,043 shares issued and
 outstanding                                           13,643       13,643
Capital in Excess of Par Value                      1,442,408      418,161
Retained Deficit                                   (1,184,760)    (433,738)
                                                   -----------  -----------
Total Stockholders' Equity (Deficit)                  271,974       (1,934)
                                                   -----------  -----------
Total Liabilities and
Stockholders' Equity                               $2,405,463  $      -

</Table>

                           See Accompanying Notes
                                     3


                            USA Broadband, Inc.
                 (formerly Optika Investment Company, Inc.)
                          Statements of Operations
                                (Unaudited)
<Table>
<Caption>

                                    For the Three         For the Nine
                                 Month Period Ended    Month Period Ended
                                  June       June       June        June
                                30, 2001   30, 2000   30, 2001   30, 2000
                               ---------- ---------- ---------- ----------
<S>                           <C>        <C>         <C>        <C>
Revenues                       $  38,794  $    -     $  46,895  $    -
--------                       ---------- ---------- ---------- ----------
Expenses
--------

 General & Administrative        680,300       -       769,954       -
 Interest                         16,628       -        27,963       -
                               ---------- ---------- ---------- ----------
   Total Expenses                696,928       -       797,917       -

   Income (Loss)
   Before Taxes                 (658,134)      -      (751,022)      -

   Taxes                            -          -          -          -
                               ---------- ---------- ---------- ----------
   Net Income (Loss)           $(658,134) $    -     $(751,022) $    -
                               ========== ========== ========== ==========
   (Loss)  Per Share           $   (0.05) $   (0.00) $   (0.06) $   (0.00)

   Weighted Average
   Shares Outstanding         13,643,043 13,643,043 13,643,043  13,643,043


</Table>


               See Accompanying Notes to Financial Statements
                                     4

                            USA Broadband, Inc.
                 (formerly Optika Investment Company, Inc.)
                          Statements of Cash Flows
                                (unaudited)
<Table>
<Caption>
                                                           For the Nine
                                                        Month Period Ended
                                                        June        June
                                                      30, 2001    30, 2000
                                                     ----------  ----------
<S>                                                 <C>         <C>
Cash Flows from Operating Activities
------------------------------------
 Net (Loss)                                          $(751,022)  $    -
 Adjustments to Reconcile Net Loss
  to Net Cash;
   (Increase) in Interest Receivable                   (46,721)       -
   Increase in Accounts Payable                        603,592        -
   Increase in Interest Payable                         27,963        -
                                                     ----------  ----------
   Net Cash Used by
   Operating Activities                               (166,188)       -

Cash Flows from Investing Activities
------------------------------------
 (Increase) in Note Receivable                      (1,078,456)       -
                                                     ----------  ----------
   Net Cash (Used) by
   Investing Activities                             (1,078,456)       -

Cash Flows from Financing Activities
------------------------------------

 Proceeds from Stock Subscriptions                   1,024,930        -
 Proceeds from Notes Payable                         1,500,000        -
                                                     ----------  ----------

   Net Cash (Used) by
   Financing Activities                              2,524,930        -
                                                     ----------  ----------

   Increase (Decrease) in Cash                       1,280,286        -

   Cash Beginning of Period                               -           -
                                                     ----------  ----------
   Cash End of Period                               $1,280,286   $    -
                                                     ==========  ==========

Supplemental Non Cash Disclosure
--------------------------------

 Interest                                            $    -      $    -
 Taxes                                                    -           -


</Table>

               See Accompanying Notes to Financial Statements
                                     5

                            USA Broadband, Inc.
                 (formerly Optika Investment Company, Inc.)
                     Notes to the Financial Statements
                               June 30, 2001

NOTE 1 - BASIS OF PRESENTATION

The unaudited financial statements as of June 30, 2001 included herein
have been prepared without audit pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared
in accordance with United States generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.  In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation have been included. It is suggested that these  financial
statements be read in conjunction with the audited financial statements
dated September 30, 2000, the unaudited financial statements dated
December 31, 2000 and March 31, 2001 and notes thereto.

NOTE 2 - NOTES RECEIVABLE

Throughout the second and third quarters, in anticipation of the
acquisition of Cable Concepts, Inc.(dba Direct Digital Communications
"DDC"), the Company has loaned funds to DDC for general operating
purposes.  The notes bear interest at a rate of 18% per annum and are
due and payable on demand.

NOTE 3 - NOTES PAYABLE

During the quarter, the Company has issued convertible promissory notes
totaling $649,930.  The notes carry an interest rate of 18% per annum
and are due and payable on demand.  Under direction of the holder, the
notes may be converted at any time to the Company's Series A Preferred
Stock without expiration.

NOTE 4 - SUBSCRIBED STOCK

The Company has issued stock subscriptions during the quarter in
conjunction with the private placement memorandum for the total amount
of $1,024,930.  The agreement allows for the subsequent purchase of
Series A Preferred Stock at the purchase price of $1.50 per share.  Upon
the Company's acceptance of the subscription agreement the conversion
may begin on July 9, 2001 and has no expiration date.







                                     6



                            USA Broadband, Inc.
                 (formerly Optika Investment Company, Inc.)
                     Notes to the Financial Statements
                               June 30, 2001


NOTE 5 - SUBSEQUENT EVENTS

As of April 4, 2001, the Company entered into an Agreement to acquire
Cable Concepts, Inc. (dba Direct Digital Communications "DDC"). As of
June 30, 2001 the acquisition had not closed.  The acquisition
subsequently closed on July 18, 2001.

As a result of the reincorporation the operating company (USA
Broadband, Inc.) assumed the minimal assets and liabilities of
Optika Investment Company.  This resulted in the shareholders of
USA Broadband, Inc., having actual operating control of the combined
company after the transaction.

In connection with the acquisition, approximately 10,000,000 shares of
the 13,643,043 outstanding shares were canceled and 1,110,000 were
issued to various shareholders of DDC.





                                     7

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

Liquidity and Capital Resources.

     We had approximately $271,974 as operating capital at June 30, 2001.
We intend to  raise additional funds as needed through private sources.
During the quarterly period ending June 30, 2001 we received gross proceeds
of $845,000 from a Bridge Financing.  Cumulative proceeds from the Bridge
Financing as of the six months ended June 30, 2001 were $1,500,000.  The
terms of the Bridge Notes are as follows:  The Bridge Notes bear interest
at the rate of 18% per annum and are due and payable on demand.  Upon the
acquisition of Cable Concepts, Inc. (dba Direct Digital Communications or
"DDC") or upon the closing of the Series A financing, the Bridge Notes will
be converted into Series A Preferred Stock at the rate of $1.50 per share.
In connection with the Bridge Financing, each investor received warrants to
purchase common stock of the company with an exercise price of $.01 per
share, based on 66,667 warrants for every $100,000 in Bridge Notes
purchased.  Bridge Notes will be convertible into shares of the Company's
Series A Preferred Stock. Management anticipates that the Bridge Notes will
converted into shares of Series A Preferred Stock on or before September 1,
2001.  The proceeds of the Bridge Loan were primarily loaned to DDC
pursuant to a Promissory Note, with $300,000 of the funds loaned to DDC
guaranteed by a shareholder of DDC.  As of June 30, 2001 we had loaned
approximately $958,000 to DDC, and subsequently loaned an additional
$300,000, for a total of approximately $1,258,000.

     In April, 2001 we commenced a private offering of shares of Series A
Preferred stock.  We are seeking to raise approximately $5,250,000 in gross
proceeds from the Series A Offering.  During the period, we filed an
Information Statement with the Securities and Exchange Commission with
regard to the authorization of Preferred Shares to be issued in the
Offering and in connection with the acquisition of Cable Concepts, Inc.
(see "Recent Developments" "Reincorporation Merger").  We completed the
Reincorporation Merger as described in the Information Statement on July 9,
2001, and as of that date we are a Delaware Corporation authorized to issue
preferred stock. As of June 30, 2001 we had received approximately
$1,220,000 in proceeds from the Series A Offering.

     As of March 1, 2001 we entered into an Agreement to acquire Cable
Concepts, Inc. (dba Direct Digital Communications "DDC"). As of June 30,
2001 the acquisition had not closed.  The acquisition subsequently closed
on July 18, 2001 (see "Recent Developments" "Acquisition of Cable Concepts,
Inc.").

     Upon closing, we acquired the assets and liabilities of DDC.  To date,
DDC has not been profitable and it is anticipated that DDC will require
additional capital to fund its operations for the foreseeable future.  In
order to fund the operations of DDC, we must raise additional capital.
Management believes that the $5.2 million anticipated to be raised in the
Series A Offering, in conjunction with our need to arrange for extensions
or substitution of current debt facilities, will be sufficient to fund
DDC's operations for approximately twelve months.  We may need additional
funds in order to expand our direct broadcast satellite operations, expand
into new product and service segments, or to acquire and integrate
additional operating companies or assets.


                                     8

     Results of Operation.
     ---------------------
     During the period, we had a net loss of $(658,134) compared to $-0- in
the same period last year, primarily as a result of expenses related to
expansion of our executive management team, development and adoption of our
new business strategy, business development expenses, legal expenses, and
other expenses related to the acquisition of DDC.

     Plan of Operations.
     -------------------
     During the second quarter of 2001, we adopted a new business strategy
to develop and provide digital entertainment and other broadband access
services for targeted markets in the United States. The Company has
identified certain underserved market niches where opportunities exist for
rapid market entry and penetration. We intend to capture market share
through strategic acquisitions and internal growth.

     In conjunction with this new business strategy, we identified and
conducted due diligence on an initial acquisition target.  On April 4, 2001
we announced that we had entered into a Definitive Agreement to acquire
Cable Concepts, Inc. (dba Direct Digital Communications or "DDC").  We
intended to acquire 100% of the outstanding and fully-diluted stock of DDC
in exchange for common and preferred shares of our stock and the assumption
of certain liabilities, payables and debt of DDC. Closing was subject to
certain closing conditions.   The acquisition of DDC was completed on July
18, 2001.

     Business of DDC.
     ----------------

     Cable Concepts, Inc. (dba Direct Digital Communications "DDC")was
founded in 1991 with an original focus on facilitating the management and
operations of private cable television systems in large apartment
communities.  Based in Seattle, Washington, DDC's current principal
business is providing DBS digital television service in selected MDU
markets throughout the United States.   DDC is a key system operator for
DirecTV (a unit of Hughes Electronics Corp.) under DirecTV's MDU System
Operator Program.  In some areas, DDC provides private cable television
services to MDUs.  DDC generates revenue through delivery of local
programming and related services, as well as through a revenue sharing
agreement with DirecTV.  DDC secures the right to deliver its service to
MDU customers through exclusive Right of Entry ("ROE") marketing agreements
with a typical term of 10-years.  DDC deploys its in-building systems using
a fiber/coax hybrid distribution infrastructure, which offers up to 3,000
Mhz of bandwidth for digital entertainment, data and Internet services.

     Through its system operator agreement with DirecTV, Inc. (a unit of
Hughes Electronics Corp.) and other business relationships, Cable Concepts
provides DBS and other television services to over 12,000 MDU subscribers
in ten states.  DDC is in the process of installing additional systems that
will increase its potential customer base by approximately 8,000 units.

     DDC has incurred operation losses in at least its last two fiscal
years, primarily as a result of expenses related to build-out and expansion
of its customer base in multiple states. In order to fund the operating
losses of DDC and to provide additional general working capital, the
Company intends to continue to raise private capital during 2001.



                                     9


Corporate History and Background of USA Broadband, Inc.
-------------------------------------------------------
     USA Broadband, Inc. was originally incorporated on November 22, 1985
as Double Ought Green Corporation in the State of Utah for the purpose of
acquiring business entities or other investment activities.  The Company
changed its domicile to Nevada in anticipation of an acquisition.  In
February 1999, the Company changed its name to Sumex Corporation.  In March
1999, the Company changed its name to EZIX.COM, Inc. In July 1999, the
Company acquired Ecenter, Inc. (a Utah corporation) and changed its name to
E-Center.com, Inc.  The acquisition was later rescinded and the Company
changed its name to Merlin Software Technologies, Inc. in December 1999.
The Company changed its name to Optika Investment Company, Inc. in January
2000.  To better reflect its new business strategy, we changed our name to
USA Broadband, Inc. and reincorporated as a Delaware Corporation in July,
2001.

     Our USA Broadband, Inc. common stock trades on the OTC Bulletin board
under the stock symbol "USBU."  Previously, our shares traded on the OTC
Bulletin Board under the stock symbol "OPKC."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
----------------------------------------------

     We have engaged in certain transactions with certain of our officers,
directors, shareholders and affiliates.  We believe that each of the
transactions described below were entered into on terms no less favorable
to us than could have been obtained from unaffiliated third parties.  All
transactions between us and our  officers, directors, principal
shareholders and affiliates were reviewed and passed upon by the Board of
Directors.

     On February 2, 2001, Paul A. Moore, a significant shareholder and also
the principal of Maroon Bells Capital LLC ("MBC"), loaned to us $250,000.
This loan was evidenced by a promissory note that bear interest at 18% per
annum and which is convertible into Series A Preferred Stock, on the same
terms as offered to investors.  Mr. John Evans, our Chairman, participated
in $100,000 of the Bridge Notes.

Maroon Bells Capital LLC Advisory Agreement
-------------------------------------------

     On January 29, 2001, we entered into an advisory agreement with MBC,
LLC ("MBC") for 24 months with an automatic 12 month renewal.  MBC, a
merchant banking firm, is one of our shareholders.  Pursuant to the
advisory agreement, MBC provides certain advisory and business development
services in exchange for a monthly advisory fee.  In addition, MBC will be
paid a success fee upon the completion of the financing and in connection
with certain merger and acquisition and business development activities on
behalf of USA Broadband, Inc. and will be issued 500,000 warrants to
purchase common stock of USA Broadband, Inc. at an exercise price of $1.50
per share, to be issued upon the completion of an acquisition, which had
not yet closed prior to June 30, 2001.   Mr. Paul Moore, a significant
shareholder, is the principal of MBC. Prior to his involvement with the
company, Edward Mooney was a consultant to Maroon Bells Capital, LLC and
Mr. Mooney anticipates continuing that relationship.



                                     10



David M. Lerten Employment Agreement
------------------------------------
     Effective April 1, 2001, we entered into a one (1) year employment
agreement with David Lerten, who will serve as our Chief Executive Officer.
The Agreement is renewable at the end of each year and provides Mr. Lerten
with a $240,000 annual salary and a potential bonus of up to 100% of his
salary based on his performance during the year.  Additionally, Mr. Lerten
has been given the right to purchase up to 166,667 shares of Series A
Preferred Stock in exchange for a promissory note, secured by such stock,
in the amount of $250,000.  The note will bear interest at the rate of 6%,
payable annually.  Mr. Lerten will also be granted options to purchase
100,000 shares at $1.50, 100,000 shares at $2.50 and 100,000 shares at
$3.50.  The options will vest over a 36 month period ending in April 2004.

Evans Capital Management LLC Consulting Agreement
-------------------------------------------------
     Effective April 1, 2001, we entered into a consulting agreement with
Evans Capital Management LLC for advice related to financings, mergers and
acquisitions.  We pay $10,000 per month under this agreement.  In addition,
we agreed to grant to Mr. Evans an option to purchase 150,000 shares of
Common Stock of the Company at an exercise price of $0.50.  The options
have a three (3) year term with vesting to be determined by the board of
directors.  Mr. Evans will devote a portion of his time to the Company as
Chairman of the Board of Directors and as a consultant.   Evans Capital
Management LLC is a co-tenant, along with USA Broadband, Inc., in  office
space leased to us by First Capital LLC. We pay First Capital LLC $5,000
per month for our corporate headquarter office space in Greenwood Village,
Colorado.  Neither Mr. Evans or Evans Capital Management is a related party
to First Capital LLC and do not receive any financial benefit from the
Company's lease with First Capital
LLC.

Edward P. Mooney Employment Agreement
-------------------------------------
     Effective April 1, 2001, we entered into an employment agreement with
Edward P. Mooney. The Agreement is for a term of one (1) year and provides
Mr. Mooney with a base salary of $120,000 per year.  The Agreement is
renewable annually and Mr. Mooney is entitled to bonuses as determined by
the Board of Directors, up to 100% of his base salary.  In addition, we
agreed to grant to Mr. Mooney an option to acquire 100,000 shares of our
common stock at an exercise price of $1.50 per share.  The option is
immediately vested and has a term of ten (10) years.  Mr. Mooney in the
past has served as an employee and as a consultant to MBC. Under his
agreement, it is anticipated that Mr. Mooney may continue to devote a
portion of his time consulting with MBC clients, and may serve as a member
of the board of directors or consultant to other ventures not in
competition with us.

Issuance of Option and Warrants
-------------------------------
Warrants and options to be issued to Maroon Bells Capital LLC, David
Lerten, Edward Mooney and Evans Capital Management are expected to be
formalized and executed subsequent to June 30, 2001.


                                     11


Other Agreements
----------------
In conjunction with the acquisition of CCI, the refocusing of our strategy,
the  commencement of our new business strategy and other business and
corporate development efforts, we have engaged the services of various
third-party consultants under contracts with terms ranging from two to
twelve months, primarily related to human resources, financial planning and
controls, legal services, and corporate development.  In some cases, such
consultants and advisors may be granted options to purchase our common
stock as part of their incentive compensation for rendering services to us.
All such agreements have been negotiated at arms length at commercially
acceptable rates and conditions.  We may enter into additional consulting
agreements on an as-needed basis.  Additionally, we anticipate entering
into agreements whereby certain vendors or creditors of ours or of Cable
Concepts, Inc. agree to accept shares of our common or preferred stock in
lieu of cash payments.

RECENT DEVELOPMENTS AND SUBSEQUENT EVENTS
-----------------------------------------
Since June 30, 2001, we have completed and disclosed the following events:

Reincorporation Merger and Name Change
--------------------------------------

     On or about June 7, 2001, a majority of the issued and outstanding
shares of Optika Investment Company, Inc., a Nevada corporation ("Optika"),
acting by written consent, approved a proposal to reincorporate Optika
under the laws of the State of Delaware pursuant to an Agreement and Plan
of Merger (the "Merger Agreement") between Optika and USA Broadband, Inc.,
a Delaware corporation and wholly-owned subsidiary of Optika, pursuant to
which Merger Agreement Optika would merge with and into USA Broadband, with
USA Broadband as the surviving entity (the "Reincorporation").   The
Reincorporation became effective on July 9, 2001.

      Upon the effectiveness of the Reincorporation:

     (1) Optika ceased to exist and USA Broadband continued to exist in its
present form under the name "USA Broadband, Inc."

     (2) Each outstanding share of common stock of Optika, par value $0.001
per share (the "Optika Common Stock"), was automatically converted into one
(1) fully paid and nonassessable share of common stock of USA Broadband,
par value $0.001 per share (the "USA Broadband Common Stock")

     (3) The certificate of incorporation and restated bylaws of USA
Broadband replaced the articles of incorporation and bylaws of Optika.

     (4) The directors and officers of USA Broadband immediately prior to
the Reincorporation continued as the directors and officers of USA
Broadband at the effective time of the Reincorporation.

     (5) By operation of law, USA Broadband succeeded to all of the assets
and assumed all of the liabilities of Optika which existed immediately
prior to the Reincorporation.

     Apart from those changes specifically set forth herein, the
Reincorporation had no effect on the business, fiscal year, assets or
liabilities of Optika.  Nor did the Reincorporation cause the corporate
headquarters or other facilities to be moved.

                                     12

     Stock certificates representing Optika Common Stock may be exchanged
for stock certificates representing USA Broadband Common Stock, at the
election of stockholders, and in any case, new certificates will be issued
upon transfer in the ordinary course of business.  Mandatory stock
certificate exchange is not required.

Acquisition of Cable Concepts, Inc.
-----------------------------------

     On July 18, 2001 (the "Closing Date"), we acquired, through our
wholly-owned subsidiary 100% of the issued and outstanding capital stock of
Cable Concepts, Inc. (the "Merger") pursuant to the terms of the of the
Agreement and Plan of Reorganization by and among Optika, DD Acquisition,
Inc., Cable Concepts, Inc. ("CCI") and the stockholders of CCI dated
effective March 1, 2001 ("APR"). The Merger was consummated following
approval of the Merger by the Stockholders of CCI. As provided in the APR,
all Stockholders holding CCI Series A Common Stock exchanged all such stock
for an aggregate of 1,000,000 shares of Registrant"s common stock, and all
Stockholders holding CCI Series B Common Stock, Series C Common Stock and
Series D Common Stock exchanged all such stock for an aggregate of (i)
7,875,000 shares of Registrant"s Series C Preferred Stock and (ii) 82,500
shares of Registrant"s common stock.  In addition, on the Closing Date, all
outstanding principal and accrued but unpaid interest on a promissory note
issued by CCI in favor of BroadbandNOW Texas, Inc. ("BroadbandNOW") in the
principal amount of $1,750,000 (the "BroadbandNOW Note") was converted into
(i) an aggregate of 1,475,000 shares of Registrant"s Series B Preferred
Stock, (ii) a promissory note issued by the Registrant in favor of
BroadbandNOW in the principal amount of $750,000 (the "Note"), and (iii)
15,452 shares of Registrant"s Common Stock.

     Also, on the Closing Date, all outstanding principal and accrued but
unpaid interest on a promissory note issued by CCI in favor of Geneva
Associates Merchant Banking Partners I, LLC ("Geneva") in the principal
amount of $1,200,000 (the "Geneva Note") was converted into (i) 12,048
shares of Registrant"s Common Stock, (ii) 33,334 shares of Registrant"s
Series A Preferred Stock and (iii) 1,150,000 shares of Registrant"s Series
B Preferred Stock.  Pursuant to the APR, on the Closing Date, the
Registrant issued to Geneva 333,333 shares of its Series A Convertible
Preferred Stock in conjunction with Geneva"s covenant in the APR to release
a $500,000 commercial paper investment pledged by Geneva (the "Geneva CD")
as collateral to LaSalle Bank National Association ("LaSalle"), which
Geneva CD secured the payment of CCI"s obligation to LaSalle.

     In summary, the aggregate purchase price of the acquisition of CCI
consisted of

     (i)   An aggregate of 1,110,000 shares of Registrant"s common stock
           (including 12,048 and 15,452 shares of common stock issued upon
           conversion of the Geneva Note and the BroadbandNOW Note,
           respectively), having an aggregate market value of
approximately $4.72 million on July 18, 2001;

     (ii)  An aggregate of 366,667 shares of Registrant"s Series A
           Convertible Preferred Stock (including 33,333 shares issued to
           Geneva upon conversion of the Geneva Note and 333,333 shares
           issued to Geneva in conjunction with the release of the Geneva
           CD);

     (iii) An aggregate of 2,625,000 shares of Registrant"s Series B
           Preferred Stock (including 1,150,000 and 1,475,000 shares
           issued upon conversion of the Geneva Note and BroadbandNOW
           Note, respectively);

                                     13

     (iv)  An aggregate of 7,875,000 shares of Registrant"s Series C
           Preferred Stock, having an aggregate market value of
           approximately $7.88 million on July 18, 2001;

     (v)   The Note, in the principal amount of $750,000;

     (vi)  The assumption by Registrant of approximately $1.4 million in
           CCI accounts payable; and

     (vii)     Approximately $250,000 in transaction costs.

     The purchase price for CCI was determined through arms-length
negotiations between the parties.  We financed the acquisition of CCI
through the issuance of shares of Registrant"s Common Stock, Series A
Convertible Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock (none of which shares have been registered with the
Securities and Exchange Commission), a promissory note, and the assumption
of certain CCI liabilities.   As part of the Merger, all CCI options and
warrants to acquire shares of CCI stock were either cancelled upon the
effectiveness of the Merger or were exercised immediately prior to the
Merger.  No material relationships existed between any of the former CCI
shareholders or its officers and directors on one hand, and USA Broadband,
Inc. or any of our  affiliates, directors, officers, or any associate of
any director or officer of the Company, on the other hand.

     Pursuant to the terms of the APR, Robert Wallace, our former director
and executive officer, agreed to cancel, prior to the Closing Date and as a
condition of the Merger Agreement, approximately ten million shares of our
common stock held by him.  Before cancellation or transfer of approximately
ten million shares by Mr. Wallace, we had approximately 13,653,043 shares
of common stock outstanding.  At that time, Mr. Wallace beneficially owned
10,015,000 shares, or approximately 73.3%, of our outstanding common stock.

     On July 12, 2001, Mr. Wallace cancelled 9,990,000 and transferred
10,000 shares of the Registrants common stock, effective upon the closing
of the acquisition of CCI.  Following the cancellation of such shares by
Mr. Wallace, but prior to the Closing Date, the Registrant had 3,653,043
shares of common stock outstanding.  At that time, Mr. Wallace beneficially
owned approximately 10,000 shares, or 0.27%, of our outstanding common
stock.

     Pursuant to the Merger, we issued an additional 1,110,000 shares of
our common stock.  Immediately after the Closing Date, we had 4,763,043
shares of common stock outstanding.  On the Closing Date, former
stockholders of CCI acquired approximately 23% of our outstanding shares of
common stock, excluding additional shares of common stock that may be
outstanding in the future as a result of the exercise of options and
warrants and the conversion of shares of Series A Preffered Shares into
shares of common stock.

Appointment of New Directors and Officers in connection with the Merger
-----------------------------------------------------------------------

     On April 1, 2001 our Board of Directors appointed the following
individuals to the offices indicated:  David Lerten as President and Chief
Executive Officer, John R. Evans as Chairman of the Board, and Edward
Mooney as Executive Vice President.  The Registrant"s Board of Directors
also appointed David Lerten, John Evans and Edward Mooney as directors.
Effective July 12, 2001 and in conjunction with the closing of the
acquisition of Cable Concepts, Inc., Robert Wallace resigned as an officer
and director.  Effective July 18, 2001, our  Board of Directors appointed
Russell Myers as a director of Registrant.

                                     14

FACTORS THAT MAY AFFECT OUR FUTURE RESULTS AND BUSINESS
-------------------------------------------------------

     The factors below relate to general risks associated with an early-
stage company as well as specific risks associated with the business of
DDC.

No Assurance That an Active Market Will Develop for Our Common Stock
--------------------------------------------------------------------

    Until very recently, there has been no active public market for the
Company's common stock and there can be no assurance that an active market
will develop or be sustained in the future. We expect low volume and high
volatility in our stock price for the foreseeable future.  There may be
significant volatility in the market price of common stock due to factors
that may or may not relate to our performance.  If a market for
our common stock were to develop, the stock could trade at prices
that may be significantly affected by various factors such as economic
forecasts, financial market conditions, reorganizations, acquisitions and
quarterly variations in our results of operations.

Volatility of Stock Price
-------------------------

     The market price of our common stock is expected to be volatile for
the foreseeable future.  We believe factors such as quarterly fluctuations
in results of operations, announcements of new contracts by us and changes
in either earnings estimates of the Company or investment recommendations
by stock market analysts may cause the market price of our stock to
fluctuate, perhaps substantially.  In addition, in recent years the stock
market in general, and the shares of companies in the technology sector in
particular, have experienced extreme price fluctuations, and such extreme
price fluctuations may continue.  These broad market and industry
fluctuations may adversely affect the market price of our Common Stock.

Disclosure Relating to Low-Priced Stocks
----------------------------------------

     The SEC has promulgated regulations that generally define a "penny
stock" to be any equity security that has a market price of less than $5.00
per share, subject to certain exceptions.  For any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to any
transaction in a penny stock, of a disclosure schedule prescribed by the
SEC relating to the penny stock market.  In addition, monthly statements
must be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks.  The
Company's common stock currently falls within the SEC's definition of a
penny stock; therefore, the trading market for the common stock may be
substantially limited.

Our Credit Arrangements Limit Our Ability to Pay Dividends
----------------------------------------------------------

     We do not anticipate paying cash dividends on our common stock in the
foreseeable future.  In addition, our debt instruments restrict our ability
to pay cash dividends on our common stock.  Moreover, we are a holding
company, and our ability to pay dividends is dependent upon the receipt of
dividends from our direct and indirect subsidiaries.


                                     15
Our Substantial Indebtedness Could Adversely Affect Any Investment in
Securities Outstanding From Time to Time
---------------------------------------------------------------------

     Due to the acquisition of CCI or if we are successful in acquiring
other assets or companies pursuant to our business strategy, we will have a
significant amount of indebtedness and other trade payables.  Our
substantial indebtedness could have important consequences.  For example,
it could:

     -    make it more difficult for us to pay our obligations under
           securities outstanding from time to time;

     -    increase our vulnerability to general adverse economic and
          industry conditions;

     -    require us to dedicate a substantial portion of our cash flow
          from operations to payments on our indebtedness, thereby reducing
          the availability of our cash flow to fund working capital,
          capital expenditures, acquisitions and other activities;

     -    limit our flexibility in planning for, or reacting to, changes in
          our business and the industries in which we operate; and

     -    place us at a competitive disadvantage compared to our
          competitors that have less debt.

A Change of Control May Be Difficult
------------------------------------

     Our certificate of incorporation, as amended, will contain, among
other things, provisions authorizing the issuance of "blank check"
preferred stock.  We are also subject to provisions of Delaware law which
affect certain merger and other change of control transactions.  These
provisions could delay, deter or prevent a merger, consolidation, tender
offer, or other business combination or change of control involving the
Company that some or a majority of our stockholders might consider to be in
their best interests.

The Sale of a Substantial Number of Shares of Our Common Stock in the
Public Market Could Adversely Affect the Market Price of Our Common Stock
-------------------------------------------------------------------------
     Sales or the expectation of sales of a substantial number of shares of
our common stock, including shares issuable upon exercise or conversion of
outstanding options or warrants could adversely affect the prevailing
market price of our common stock.

Risks of Our Direct Broadcast Satellite Business
------------------------------------------------
     Upon Acquisition of Cable Concepts, Inc. we have certain risks
relating to DIRECTV and the broadband business in general:

Satellite and Direct Broadcast Satellite Technology Could Fail or Be
Impaired
---------------------------------------------------------------------
     If any of the DIRECTV satellites are damaged or stop working partially
or completely for any of a number of reasons, DIRECTV customers would lose
programming.  We would in turn likely lose customers, which could
materially and adversely affect our operations, financial performance and
the trading price of our common stock.

                                     16


     Direct broadcast satellite technology is highly complex and is still
evolving.  As with any high-tech product or system, it might not function
as expected.  In particular, the satellites at the 101(0) W orbital
location may not last for their expected lives.  In July 1998, DIRECTV
reported that the primary spacecraft control processor failed on DBS-1.  As
it was designed to do, the satellite automatically switched to its on-board
spare processor with no interruption of service to DIRECTV subscribers.  A
more substantial failure of DIRECTV's direct broadcast satellite system
could occur in the future.

Events at DIRECTV Could Adversely Affect Us
-------------------------------------------
     Because we are an intermediary for DIRECTV, events at DIRECTV that we
do not control can adversely affect us.  One of the most important of these
is DIRECTV's ability to provide programming that appeals to mass audiences.
DIRECTV generally does not produce its own programming; it purchases it
from third parties.  DIRECTV's success   and therefore ours   depends in
large part on DIRECTV's ability to make good judgments about programming
sources and obtain programming on favorable terms.  We have no control or
influence over this.

Programming Costs May Increase, Which Could Adversely Affect Our Direct
Broadcast Satellite Business
-----------------------------------------------------------------------_
     Programmers could increase the rates that DIRECTV pays for
programming.  As a result, our costs would increase.  This could cause us
to increase our rates and lose either customers or revenues.

     The law requires programming suppliers that are affiliated with cable
companies to provide programming to all multi-channel distributors
including DIRECTV   on nondiscriminatory terms.  The rules implementing
this law are scheduled to expire in 2002.  If they are not extended, these
programmers could increase DIRECTV's rates, and therefore ours.  If we
increase our rates, we may lose customers.  If we do not increase our
rates, our costs, revenues and financial performance could be adversely
affected.

We May Lose Our DIRECTV Rights After the Initial Term of Our Agreements.
------------------------------------------------------------------------
     We may or may not be able to continue in the DIRECTV business after
the current DIRECTV satellites are replaced.  If we can continue, we cannot
predict what it will cost us to do so.

     Our revenues and financial performance would be adversely affected if
we are not able to continue in the DIRECTV business for the reasons
described above.

The Effects of New Federal Satellite Television Legislation on Our
Business Is Unclear
-------------------------------------------------------------------

     On November 29, 1999, the President signed the Satellite Home  Viewer
Improvement Act of 1999.  The Act contains provisions that will be phased
in over time.  In addition, the FCC and other federal agencies have
undertaken rulemakings and studies in connection with this legislation.
Therefore, we cannot predict the effect of this new law on our business at
this time.



                                     17

     The Act resolves many of the issues involved in years of litigation
between the networks and the direct broadcast satellite industry regarding
retransmission of network programming to direct broadcast satellite
subscribers.  Generally, it also preserves the industry's right to
retransmit distant network programming to subscribers in "unserved" areas.
It also extends through December 31, 2004 the statutory right, for a
copyright royalty fee, of the industry to retransmit independent
programming   so-called superstations   to subscribers as "distant"
signals.  Further, satellite carriers will be required to deliver signals
only to households that cannot clearly receive over-the-air network signals
with a rooftop antenna.

     Among other things, the Act directs the FCC to take actions to
prescribe the picture quality standard that the FCC uses to predict what
households do not receive a strong enough network broadcast signal over-
the-air and therefore are eligible to receive distant network signals.  The
FCC has initiated a rulemaking proceeding to consider this standard.  The
effect on our business of these FCC actions and other studies and
rulemakings that the FCC will undertake cannot be predicted at this time.

We Could Lose Money Because of Signal Theft
-------------------------------------------

     If signal theft becomes widespread, our revenues would suffer.  Signal
theft has long been a problem in the cable and direct broadcast satellite
industries.  DIRECTV uses encryption technology to prevent people from
receiving programming without paying for it.  The technology is not
foolproof and there have been published reports that it has been
compromised.

Direct Broadcast Satellite Services Face Competition from Cable Operators
-------------------------------------------------------------------------

     One of the competitive advantages of direct broadcast satellite
systems is their ability to provide customers with more channels and
better-quality digital signal than traditional analog cable television
systems.  Many cable television operators are making significant
investments to upgrade their systems from analog to digital.  This upgrade
will significantly increase the number of channels that cable television
operators can provide to their customers and the quality of the
transmission.  In addition, many cable television operators are upgrading
their systems to provide their customers with high-speed Internet access.
These upgrades could make cable television a more attractive alternative
for consumers, which could have an adverse effect on our direct broadcast
satellite business.

Direct Broadcast Satellite Equipment Shortages Could adversely Affect Our
Direct Broadcast Business
-------------------------------------------------------------------------

     There have been periodic shortages of direct broadcast satellite
equipment and there may be such shortages in the future.  During such
periods, we may be unable to accept new subscribers and, as a result,
potential revenue could be lost.  If we are unable to obtain direct
broadcast satellite equipment in the future, or if we cannot obtain such
equipment on favorable terms, our subscriber base and revenues could be
adversely affected.


                                     18

Other Risks of Our Business
---------------------------

We Face Certain Other Regulatory Risks
--------------------------------------

     The direct broadcast satellite, television broadcast, and cable
industries are subject to regulation by the FCC under the Communications
Act of 1934 and, to a certain extent, by state and local authorities.
Proceedings to implement the Communications Act are on-going, and we cannot
predict the outcomes of these proceedings or their affect on our business.
DIRECTV depends on FCC licenses to operate its digital broadcast satellite
service.  If the FCC cancels, revokes, suspends, or fails to renew any of
these licenses, it could have a harmful effect on us.

We Have a History of Substantial Losses; We Expect Them to Continue; Losses
Could Adversely Affect Our Stock Price and Access to Capital Markets
---------------------------------------------------------------------------

     We have never made a profit.  Because of interest expense on our
substantial debt and because of the expected high expense in amortizing
goodwill from potential acquisitions, we do not expect to have net income
for the foreseeable future. To the extent investors measure our performance
by net income or loss, rather than alternative measures based on cash flow,
continuing losses could adversely affect our access to capital markets and
the trading price of our common stock.

We May Not Be Able to Generate Enough Cash To Service Our Debt
--------------------------------------------------------------

     Our ability to make payments on and to refinance our indebtedness,
including securities outstanding from time to time, and to fund planned
capital expenditures and other activities will depend on our ability to
generate cash in the future.  This, to a certain extent, is subject to
general economic, financial, competitive, legislative, regulatory and other
factors that are beyond our control.  Accordingly, we cannot assure you
that our business will generate sufficient cash flow to service our debt.

     Based on our current level of operations and assuming that we raise at
least $5.25 in the Series A Preferred Offering, and can arrange for
extensions or substitution of current debt facilities, we believe our cash
flow from operations, available cash and available borrowings under our
credit facilities, will be adequate to meet our future liquidity needs for
at least the next twelve months.

     We cannot assure you that:

     -    our business will generate sufficient cash flow from operations;

     -    future borrowings will be available to us under our credit
          facilities in amounts sufficient to enable us to pay our
          indebtedness, or to fund our other liquidity.

     We may need to refinance all or a portion of our indebtedness on or
before maturity.  We cannot assure you that we will be able to refinance
any of our indebtedness, including our credit facilities, on commercially
reasonable terms or at all.


                                     19

We Face Significant Competition; the Competitive Landscape Changes
Constantly
-------------------------------------------------------------------

     Our direct broadcast satellite business faces competition from other
current or potential multi-channel programming distributors, including
other direct broadcast satellite operators, direct-to-home distributors,
cable operators, wireless cable operators, Internet and local and long-
distance telephone  companies, which may be able to offer more competitive
packages or pricing than we or DIRECTV can provide. In addition, the direct
broadcast satellite industry is still evolving and recent or future
competitive developments could adversely affect us.

Uncertainty as to Sufficiency of Funds
--------------------------------------

     We believe that the net proceeds from planned private capital
financings will provide we with sufficient capital to fund continuing
operations, however, substantial additional debt or equity financing may be
needed to achieve our short-term and long-term business objectives.  There
can be no assurance that we will be able to obtain additional debt or
equity capital to meet its future requirements on satisfactory terms, if at
all.  Failure to obtain sufficient capital could  materially adversely
affect our business and results of operations.

     We expect to need additional capital in the future and it may not be
available on acceptable terms
---------------------------------------------------------------------

     We anticipate incurring substantial costs in installing, operating and
maintaining our DIRECTV systems and in implementing the objectives of our
business plan.  We expect to need significant amounts of working capital
for infrastructure, marketing, personnel, general and administrative costs,
and to fund losses prior to achieving profitability.

     We will need to raise additional funds through additional equity
and/or debt financings to meet our capital requirements.  We may need to
raise additional funds if we have underestimated our capital needs or if we
incur unexpected expenses.  There can be no assurance that such financings
will be available in amounts or on terms acceptable to us, if at all.
Further, our lack of tangible assets to pledge could prevent us from
establishing a source of financing.  The inability to raise all needed
funding in this Offering and hereafter would adversely affect our ability
to successfully implement the objectives of our business plan.

We may not realize the potential financial and strategic benefits of the
Merger
-------------------------------------------------------------------------

     There can be no assurance that CCI and the Company will be able to
effectively market and distribute the current CCI technology and services
or to develop CCI's technology and services so as to produce new or
enhanced products or services that will be accepted by the marketplace.  In
addition, even if CCI can effectively develop and sell its services using
CCI technologies, there can be no assurance that such products and services
can compete effectively with competitors' products and service offerings.
Further, any such sales may not result in increased revenue for CCI and the
Company.  The failure to generate revenue or to derive a strategic
advantage in the delivery of products and services following the Merger
could have an adverse impact on the combined business, financial condition
and results of operations of the CCI and the Company.


                                     20

We may not be able to compete successfully against current and future
competitors
---------------------------------------------------------------------

     The market for viewing audiences is rapidly evolving and very
competitive.  We face competition from cable providers as well as other
satellite companies.  We expect competition in this market to intensify in
the future.

     Large telecommunications companies and cable operators such as AT&T
and AOL-Time Warner have the ability and resources to compete in our market
if they choose to do so.  Many of our competitors have substantially
greater financial, technical and marketing resources, larger customer
bases, longer operating histories, greater name recognition and more
established relationships in the industry than we have.  In addition, a
number of these competitors may combine or form strategic partnerships.  As
a result, our competitors may be able to offer, or bring to market earlier,
products and services that are superior to our own in terms of features,
quality, pricing or other factors.  Our failure to compete successfully
with any of these companies could have a material adverse effect on our
business and results of operations.

     Increased pressure created by any present or future competitors, or by
our competitors collectively, could have a material adverse effect on our
business and results of operations.  Increased competition may result in
reduced commissions and loss of market share.  Further, as a strategic
response to changes in the competitive environment, we may from time to
time make certain pricing, service or marketing decisions or acquisitions
that could have a material adverse effect on our business and results of
operations.  There can be no assurance that we will be able to compete
successfully against current and future competitors.  In addition, new
technologies and the expansion of existing technologies may increase the
competitive pressures on us.

Our future profitability is dependent on the introduction and acceptance
of our broadband and other online services
--------------------------------------------------------------------------

     A portion of our revenue is dependent on broadband and other internet
services.  Demand and market acceptance for these recently introduced
services and products over the Internet are subject to a high level of
uncertainty.  Critical issues concerning the use of the Internet, such as
ease of access, security, reliability, cost and quality of service, remain
unresolved and may affect the growth of Internet use or the attractiveness
of conducting commerce online.  In addition, the Internet and online
services may not be accepted as a viable marketplace for a number of
reasons, including potentially inadequate development of the necessary
network infrastructure or delayed development of enabling technologies and
performance improvements.  To the extent that the Internet and online
services continue to experience significant growth, there can be no
assurance that the infrastructure of the Internet and online services will
prove adequate to support increased user demands.  In addition, the
Internet or online services could lose their viability due to delays in the
development or adoption of new standards and protocols required to handle
increased levels of Internet or online service activity.  Changes in or
insufficient availability of telecommunications services to support the
Internet or online services also could result in slower response times and
adversely affect usage of the Internet and online services generally and us
in particular.  If use of the Internet and online services does not
continue to grow or grows more slowly than expected, if the infrastructure
for the Internet and online services does not effectively support growth
that may occur, or if the Internet and online services do not become a
viable commercial marketplace, we would be materially adversely affected.
                                     21
We need to hire and retain qualified personnel to sustain our business
----------------------------------------------------------------------

     We are currently managed by a small number of key management and
operating personnel.  Except as otherwise disclosed herein, we do not have
any term employment agreements with, nor do we maintain "key man" insurance
on, any employee.  Our future success depends, in part, on the continued
service of our key executive, management, and technical personnel, many of
whom have only recently been hired, and our ability to attract highly
skilled employees.  If any key officer or employee were unable or unwilling
to continue in their present positions, our business could be harmed.  From
time to time we have experienced, and we expect to continue to experience,
difficulty in hiring and retaining highly skilled employees.  Competition
for employees in our industry is intense.  If we are unable to retain our
key employees or attract, assimilate or retain other highly qualified
employees in the future, that may have a material adverse effect on our
business and results of operations.  We have and will engage the services
of third-party human resources and recruiting professionals, but there is
no assurance that any of these will provide us with qualified executive,
financial or operational management to meet or needs on terms acceptable to
us.

Our Profitability and Financial Condition is Dependant Upon the Operations
of CCI
--------------------------------------------------------------------------
     All of our operations are conducted by CCI and we have no other source
of revenue or income.  Therefore, our profitability and financial condition
is completely dependant upon the operations of CCI.

Our internal projections are based on assumptions that may change and
therefore are not necessarily indicative of future performance
---------------------------------------------------------------------
     Any internal projections developed by management are based upon a
number of assumptions and estimates, which are inherently subject to
significant uncertainties and contingencies, many of which are beyond our
control, and reflect future business decisions, which are subject to
change.  Some of these assumptions inevitably will not materialize, and
unanticipated events will occur which will affect our results.
Consequently, actual results will vary from the projections and these
variations may be material. Prospective investors are cautioned not to
place reliance on any forward looking statements.


                                  PART II


OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .

     USA Broadband, Inc. is not party to any lawsuit or legal proceeding as
of this date.  From time to time, the Company's wholly-owned subsidiary,
Cable Concepts, Inc. is involved in legal proceedings related to its normal
business operations, none of which is deemed material as of this date.


Item 2. Changes in Securities. . . . . . . . . . . . . . . . . . . . .None

Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . .None


                                     22

Item 4. Submission of Matters to a Vote. . . . . . . . . . . . . . . . . .

     On or about June 7, 2001, a majority of the issued and outstanding
shares of Optika Investment Company, Inc., a Nevada corporation ("Optika"),
acting by written consent, approved a proposal to reincorporate Optika
under the laws of Delaware pursuant to an Agreement and Plan of Merger (the
"Merger Agreement") between Optika and USA Broadband, Inc., a Delaware
corporation and wholly-owned subsidiary of Optika, pursuant to which Merger
Agreement Optika would merge with and into USA Broadband, with USA
Broadband as the surviving entity (the "Reincorporation").  On June 19,
2001 the Company mailed an Information Statement to each of its
stockholders regarding the actions taken by the Written Consent.  The
Reincorporation became effective on July 9, 2001, upon the filing of
Articles of Merger with the Secretary of State of the State of Nevada and a
Certificate of Merger with the Secretary of State of the State of Delaware.

See "Recent Developments " Reincorporation Merger"

Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . .None

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . .None

     (a) Exhibits

     2.1  Agreement and Plan of Reorganization By and Among Optika
Investment Company, Inc., DD Acquisition, Inc., Cable Concepts, Inc., and
the Shareholders of Cable Concepts, Inc. Dated March 1, 2001 (as previously
filed with the Company's report on Form 8-K on July 27, 2001).

	2.2 Agreement and Plan of Merger (as previously filed with the
Company's report on Form 8-K on August 27, 2001.)

	3.1  Certificate of Incorporation of USA Broadband, Inc., (as
previously filed with the Company's report on Form 8-K on August 27,
2001).

	3.2  Amended and Restated By-Laws of USA Broadband, Inc., (as
previously filed with the Company's report on Form 8-K on August 27,
2001).

     (b) Reports on form 8-K

     On July 27, 2001 the Company filed a Report on From 8-K relating to
the Acquisition of Cable Concepts, Inc. and certain change of control
events relating to the acquisition and to the cancellation of shares of the
Company's stock.

     On July 27, 2001 the Company filed a Report on From 8-K relating to
the Reincorporation Merger of Optika Investment Company, Inc. into USA
Broadband, Inc.  a Delaware corporation.



                                     23




                                 SIGNATURES

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


Dated August 20, 2001              USA Broadband, Inc.

                                   /S/ David Lerten
                                   ------------------------------
                                   David Lerten
                                   Chief Executive Officer




















                                     24