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

                                   FORM 10-QSB
(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended March 31, 2004
                                    --------------

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from __________ to __________


                         Commission File No.: 000-49672


                            USA TELCOM INTERNATIONALE
             (Exact name of registrant as specified in its charter)


                  NEVADA                                         88-0408213
     (State or other jurisdiction of                         (I.R.S. Employer
      incorporation or organization)                        Identification No.)


                       1549 N. LEROY STREET, SUITE D-1000
                                FENTON, MI 48430
                    (Address of principal executive offices)


                    Issuer's telephone number: (810) 714-2918

                               -------------------

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_  No___

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of May 10, 2004, 17,250,000 shares of our common stock were outstanding.

Transitional Small Business Disclosure Format:    Yes ___   No _X_

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                                       1
<PAGE>

PART 1:           FINANCIAL INFORMATION

ITEM 1 - CONDENSED FINANCIAL STATEMENTS

                            USA TELCOM INTERNATIONALE
                             (A NEVADA CORPORATION)
                                  BALANCE SHEET
                                   (UNAUDITED)


                                                                       March 31,
                                                                         2004
                                                                      ---------
ASSETS

Current assets:
  Cash and equivalents                                                $ 105,566
  Prepaid expense                                                        36,000
                                                                      ---------
     Total current assets                                               141,566
                                                                      ---------

                                                                      $ 141,566
                                                                      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:                                                  $      --
                                                                      ---------


Stockholders' equity:
   Common stock, $0.001 par value, 25,000,000 shares
     authorized, 17,250,000 shares issued and outstanding                17,250
   Additional paid-in capital                                           421,743
   Retained earnings                                                   (297,427)
                                                                      ---------
                                                                        141,566
                                                                      ---------

                                                                      $ 141,566
                                                                      =========


   The accompanying notes are an intregal part of these financial statements.


                                       2
<PAGE>

                            USA TELCOM INTERNATIONALE
                             (A NEVADA CORPORATION)
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                   March 31,
                                                          ----------------------------
                                                              2004             2003
                                                          -----------      -----------

<S>                                                       <C>              <C>
Revenue                                                   $        --      $        --
                                                          -----------      -----------

Expenses:
  General and administrative expenses                          29,239           19,488
                                                          -----------      -----------
     Total expenses                                            29,239           19,488
                                                          -----------      -----------

Other income (expense):
  Interest income                                                  --           32,038
  Interest (expense)                                              (50)              --
  (Loss) on the sale of assets - related party               (290,769)              --
                                                          -----------      -----------
     Total other income (expense)                            (290,819)          32,038
                                                          -----------      -----------

Net income (loss)                                         $  (320,058)     $    12,550
                                                          ===========      ===========

Weighted average number of
  common shares outstanding - basic and fully diluted       6,127,778        4,250,000
                                                          ===========      ===========

Net income (loss) per share - basic and fully diluted     $     (0.05)     $      0.00
                                                          ===========      ===========
</TABLE>



   The accompanying notes are an integral part of these financial statements.


                                       3
<PAGE>


                            USA TELCOM INTERNATIONALE
                             (A NEVADA CORPORATION)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                                            March 31,
                                                                    -----------------------
                                                                       2004          2003
                                                                    ---------     ---------
<S>                                                                 <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                                   $(320,058)    $  12,550
Adjustments to reconcile net income (loss) to net cash (used) by
  operating activities:
     Depreciation                                                          --            43
     Loss on the sale of assets - related party                       290,769            --

Changes in operating assets and liabilities:
     (Decrease) increase in accrued and other liabilities             (15,508)       13,680
                                                                    ---------     ---------
Net cash provided (used) by operating activities                      (44,797)       26,273
                                                                    ---------     ---------

CASH FLOWS FROM INVESTING  ACTIVITIES
  Proceeds from the sale of assets - related party                     10,300            --
  Cash outlay for note receivable                                          --      (203,888)
                                                                    ---------     ---------
Net cash provided (used) by investing activities                       10,300      (203,888)
                                                                    ---------     ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Issuance of common stock                                            260,000            --
  Decrease (increase) in loan payable - related party                 (84,052)        1,650
                                                                    ---------     ---------
Net cash provided by financing activities                             175,948         1,650
                                                                    ---------     ---------

Net increase (decrease) in cash and equivalents                       141,451      (175,965)
  Cash and equivalents - beginning                                        115       176,354
                                                                    ---------     ---------
  Cash and equivalents - ending                                     $ 141,566     $     389
                                                                    =========     =========

Supplemental disclosures:
  Interest paid                                                     $      50     $      --
                                                                    =========     =========
  Income taxes paid                                                 $   5,828     $      --
                                                                    =========     =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.


                                       4
<PAGE>

                            USA TELCOM INTERNATIONALE
                             (A NEVADA CORPORATION)
                                      NOTES

NOTE 1 - BASIS OF PRESENTATION

The consolidated  interim  financial  statements  included herein,  presented in
accordance  with United States  generally  accepted  accounting  principles  and
stated in US dollars, 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.

These  statements  reflect  all  adjustments,  consisting  of  normal  recurring
adjustments,  which,  in the  opinion  of  management,  are  necessary  for fair
presentation of the information  contained  therein.  It is suggested that these
consolidated  interim  financial  statements  be read in  conjunction  with  the
financial  statements  of the Company for the year ended  December  31, 2003 and
notes  thereto  included in the  Company's  10-KSB  annual  report.  The Company
follows the same accounting policies in the preparation of interim reports.

Results of  operations  for the  interim  periods are not  indicative  of annual
results.

NOTE 2 - GOING CONCERN

The Company's  financial  statements are prepared  using the generally  accepted
accounting  principles  applicable to a going concern,  which  contemplates  the
realization  of assets and  liquidation  of  liabilities in the normal course of
business.  However,  the Company has had a change in control and has changed its
business plan and it has not  generated any revenues.  The future of the Company
is dependent  upon its ability to obtain  financing  and upon future  profitable
operations  from the development of its new business  opportunities.  Management
plans to research  possible  acquisitions of various  entities and an officer of
the Company has agreed to loan the Company  funds as needed to sustain  business
for a period of twelve  months.  However,  the  Company  is  dependent  upon its
ability to secure equity and/or debt financing and there are no assurances  that
the  Company  will be  successful,  without  sufficient  financing  it  would be
unlikely for the Company to continue as a going concern.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  These  financial  statements do not include any adjustments
that might arise from this uncertainty.

NOTE 3 - STOCKHOLDERS' EQUITY

The Company is  authorized  to issue  25,000,000  shares of its $0.001 par value
common stock.

On March 19, 2004, the Company issued a total of 13,000,000 shares of its $0.001
par value  common  stock in  exchange  for cash of  $260,000  to an officer  and
director of the Company.

As of March 31, 2004, there have been no other issuances of common stock.

NOTE 4 - CONTRACTS AND AGREEMENTS

On March 19, 2004, the Company  executed a consulting  agreement for a period of
nine months with the AMVI 1st Corporation (AMVI), a company owned and controlled
by the Company's  former  officer and director.  The total  compensation  of the
contract is  $141,516.  The first  payment of $36,000 was due upon  execution of
this  agreement.  The second  payment of $36,000 is due April 1, 2004. The third
payment of $36,000  is due July 1,  2004.  The fourth  payment of $33,516 is due
October 1, 2004. During the three month period ended March 31, 2004, the Company
paid  $36,000  to AMVI and as of March 31,  2004  there is  $36,000  in  prepaid
expense.


                                       5
<PAGE>


                            USA TELCOM INTERNATIONALE
                             (A NEVADA CORPORATION)
                                      NOTES


NOTE 5 - RELATED PARTY TRANSACTIONS

On March 23,  2004,  the Company  sold its assets  totaling  $301,069 to AMVI, a
company owned and controlled by the Company's  former officer and director,  for
cash of $10,300 to which this  transaction  is not  considered  an arm's  length
transaction  since it is a  related  party  transaction.  The  Company's  assets
consisted of marketable  securities valued at $500, computer equipment valued at
$569 and a note receivable of $300,000. Accordingly, the Company recorded a loss
on the sale of assets of $290,769 on the  accompanying  statements of operations
for the three months ended March 31, 2004.

The Company does not lease or rent any  property.  Office space and services are
provided without charge by an officer and director. Such costs are immaterial to
the financial statements and, accordingly,  have not been reflected therein. The
officers and directors of the Company are involved in other business  activities
and may, in the future,  become involved in other business  opportunities.  If a
specific  business  opportunity  becomes  available,  such  persons  may  face a
conflict in selecting  between the Company and their other  business  interests.
The Company has not formulated a policy for the resolution of such conflicts.




                                       6

<PAGE>

ITEM 2 - PLAN OF OPERATION.

         The following discussion and analysis should be read in conjunction
with our unaudited consolidated condensed financial statements and related notes
included in this report. This report contains "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. The
statements contained in this report that are not historic in nature,
particularly those that utilize terminology such as "may," "will," "should,"
"expects," "anticipates," "estimates," "believes," or "plans" or comparable
terminology are forward-looking statements based on current expectations and
assumptions.

         Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.

         The following discussion and analysis should be read in conjunction
with our unaudited condensed financial statements and related notes included in
this report. This report contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. The statements
contained in this report that are not historic in nature, particularly those
that utilize terminology such as "may," "will," "should," "expects,"
"anticipates," "estimates," "believes," or "plans" or comparable terminology are
forward-looking statements based on current expectations and assumptions.

         Various risks and uncertainties could cause actual results to differ
materially from those expressed in forward-looking statements. All
forward-looking statements in this document are based on information currently
available to us as of the date of this report, and we assume no obligation to
update any forward-looking statements. Forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.

GENERAL

         On March 19, 2004, USA Telcom Internationale issued 13,000,000 shares
of common stock to Robert C. Simpson for a purchase price of $260,000.00. Dr.
Simpson paid the purchase price for these shares from personal funds for these
shares. The 13,000,000 shares constitute approximately seventy-five percent
(75%) of the issued and outstanding shares of common stock of USA Telcom. Before
this issuance, Mr. Allen Jones was the controlling stockholder of USA Telcom.
After this acquisition, Dr. Simpson and George Peterman were appointed to the
board of directors of USA Telcom, and Dr. Simpson was named its President, Chief
Financial Officer, and Secretary.

         In connection with this change of control, USA Telcom has retained
AMVI, a company controlled by Allen E. Jones, the former sole officer and
director of USA Telcom, as a consultant. Under the terms of the consulting
agreement, AMVI will receive a total of $141,516 from March 19, 2004 through
October 1, 2004, payable in four installments.

         In addition, in connection with this change of control, USA Telcom sold
the following assets to AMVI for $10,300: 5,000 shares of common stock of an
unrelated corporation, certain computer equipment, and a note receivable in the
principal amount of $300,000.

         Dr. Simpson acquired the shares from USA Telcom for investment
purposes. In addition, USA Telcom intends to either commence operations or
acquire another business with operations in which Dr. Simpson may have an equity
interest. It is possible that, as a result of any acquisition of a business in
which Dr. Simpson has an equity interest, USA Telcom may issue additional shares
of capital stock to Dr. Simpson.

         USA Telcom  moved its  principal  executive  offices  to the  following
address:

         USA Telcom Internationale
         1549 N. Leroy Street, Suite D-1000
         Fenton, MI 48430
         (810) 714-2978


                                        7
<PAGE>

         Before the change of control described above, USA Telcom acted as an
agent in commercial transactions between Vietnamese purchasers and U.S.
manufacturers. In particular, USA Telcom (a) identified suitable (with respect
to products, quantities and trade terms) U.S. suppliers for Vietnamese buyers,
(b) facilitated communications between the parties, and (c) assisted Vietnamese
buyers with the preparation of letters of credit (L.C.) documentation and
submitting of such to the seller for approval. After buyer and seller approval,
the buyer's bank would issue a L.C. directly to the seller. The goods
transaction is completed based upon the L.C. terms and conditions.

         USA Telcom's new management has decided to terminate the Vietnamese
commercial business and focus on opportunities within the United States.
Management is currently evaluating various business opportunities, including
operating opportunities, joint ventures, acquisitions or other business
combinations. Some of the opportunities being evaluated are ones in which
management has a current interest, and it is possible that, if USA Telcom
pursues one of these opportunities, management may receive additional capital
stock of USA Telcom in connection therewith.

         USA Telcom currently has limited working capital with which to satisfy
its cash requirements, and it will require additional capital in order to
conduct operations. USA Telcom anticipates that we will at least $250,000 in
additional working capital in order to sustain operations for the next 12
months. This requirement may increase substantially, depending on the nature and
capital requirements of the business opportunities it elects to pursue. In order
to obtain the necessary working capital, USA Telcom intends to seek private
equity financing in 2004. Such financing may not be available to USA Telcom,
when and if needed, on acceptable terms or at all. In the event that USA Telcom
is unable to obtain such financing, management may provide additional financing
for USA Telcom.

         In the next twelve months, USA Telcom intends to hire from six to up to
fifty employees, depending on the nature of the business opportunities it elects
to pursue. USA Telcom may establish an equity compensation plan in order to
attract and retain employees and to provide employees who make significant and
extraordinary contributions to USA Telcom's long-term growth and performance
with equity-based compensation incentives. USA Telcom may lease these employees
from an employment leasing agency rather than hire the employees directly, and
the employment leasing agency may be affiliated with our new management.

         USA intends to retain any future earnings to finance the expansion of
its business and any necessary capital expenditures, and for general corporate
purposes.

OFF BALANCE SHEET ARRANGEMENTS

         We do not have any off-balance sheet financing arrangements.

ITEM 3 - CONTROLS AND PROCEDURES

         Our disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports that we file or submit under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the rules and forms of the Securities and
Exchange Commission. Our Chief Executive Officer and Chief Financial Officer has
reviewed the effectiveness of our "disclosure controls and procedures" (as
defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c))
within the last ninety days and has concluded that the disclosure controls and
procedures are effective to ensure that material information relating to USA
Telcom Internationale is recorded, processed, summarized, and reported in a
timely manner. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
last day they were evaluated by our Chief Executive Officer and Chief Financial
Officer.

         It should be noted that any system of controls, however well designed
and operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. As a small organization, the effectiveness of
our controls heavily depends on the direct involvement of our Chief Executive
Officer and Chief Financial Officer.


                                        8
<PAGE>

PART II:  OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

         None.

ITEM 2 - CHANGES IN SECURITIES

         (a) None.

         (b) None.

         (c) On March 19, 2004, USA Telcom Internationale issued 13,000,000
shares of common stock to Robert C. Simpson for a purchase price of $260,000.00.
Dr. Simpson paid the purchase price for these shares from personal funds for
these shares. The 13,000,000 shares constitute approximately seventy-five
percent (75%) of the issued and outstanding shares of common stock of USA
Telcom.

         (d) None.

         (e) None.

ITEM 3 - DEFAULT UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5 - OTHER INFORMATION

         None.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits.

<TABLE>
<CAPTION>
Item
 No.       Description                                            Method of Filing
----       -----------                                            ----------------

<S>        <C>                                                    <C>
10.1       Stock Purchase Agreement by and among USA Telcom       Filed as an exhibit to a Current Report on Form
           Internationale, Inc. and the Purchaser dated as of     8-K filed on April 5, 2004, incorporated herein by
           March 19, 2004.                                        reference.

10.2       Consulting Agreement with AMVI                         Filed electronically herewith.

10.3       Asset Acquisition Agreement with AMVI                  Filed electronically herewith.

31.1       Certification of Robert C. Simpson pursuant to Rule    Filed electronically herewith.
           13a-14(a)

32.1       Chief Executive Officer and Chief Financial Officer    Filed electronically herewith.
           Certification pursuant to 18 U.S.C.ss.1350 adopted
           pursuant to Section 906 of the Sarbanes Oxley Act of
           2002
</TABLE>


         (b) Reports on Form 8-K

             None.


                                       9
<PAGE>


                                   SIGNATURES

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


                               USA Telcom Internationale


May 11, 2004                   /s/ Robert C. Simpson
                               -----------------------------------
                               Robert C. Simpson
                               Chairman of the Board of Directors,
                               President and Chief Financial Officer
                               (Principal Executive Officer, Principal Financial
                               Officer, and Principal Accounting Officer)


                                       10