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

                            FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
                  For the fiscal year ended 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
    For the transition period from _______________________ to  _____________

    Commission file number ________________________________


                    USA Telcom Internationale
              -----------------------------------
         (Name of small business issuer in its charter)


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


  6655 W. Sahara, Suite 200, Las Vegas, NV             89146
 ------------------------------------------           --------
 (Address of principal executive offices)            (Zip Code)


            Issuer's telephone number: (702) 524-4149

Securities registered under Section 12(b) of the Exchange Act:

  Title of each class       Name of each exchange on which registered

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

Securities registered under Section 12(g) of the Exchange Act:

Common stock, $.001 par value, 25,000,000 shares authorized
*   4,250,000 shares issued and outstanding as of December 31,
    2002 and as of April 14, 2003

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
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 [ ]

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

State issuer's revenues for its most recent fiscal year: $134,664
for the year ended December 31, 2002.

State  the  aggregate  market value of the voting  and  non-voting
common equity held by non-affiliates computed by reference to  the
average  bid  and  asked  price of such common  equity,  as  of  a
specified  date within the past 60 days: $134,375 as of April  14,
2003.



PAGE-1-





                         TABLE OF CONTENTS

                                                                  PAGE

PART I                                                               3

 Item 1. Description of Business.                                    3

 Item 2. Description of Property.                                    8

 Item 3. Legal Proceedings.                                          8

 Item 4. Submission of Matters to a Vote of Security Holders.        8

PART II                                                              9

 Item 5. Market for Common Equity and Related Stockholder
 Matters.                                                            9

 Item 6. Management's Discussion and Analysis or Plan of
 Operation.                                                         10

 Item 7. Financial Statements.                                      12

 Item 8. Changes In and Disagreements With Accountants on
 Accounting and Financial Disclosure.                               23

PART III                                                            24

 Item 9. Directors, Executive Officers, Promoters and Control
 Persons                                                            24

 Item 10. Executive Compensation.                                   26

 Item 11. Security Ownership of Certain Beneficial Owners and
 Management.                                                        27

 Item 12. Certain Relationships and Related Transactions.           27

 Item 13. Exhibits and Reports on Form 8-K.                         28

 Item 14. Controls and Procedures.                                  28

SIGNATURES                                                          29







PAGE-2-



PART I

Item 1. Description of Business.

A.   Business Development and Summary

The Company was organized under the name USA Telecom by the filing
of  the  Articles of Incorporation with the Secretary of State  in
the  State of Nevada on November 5, 1998 (NV #25940-98).  The name
of  the Company was subsequently changed to USA Telcom on November
17,  1998  and to USA Telcom Internationale on April 25,  2000  by
filing  Amended  Articles of Incorporation with the  Secretary  of
State  in the State of Nevada.  Hereinafter the "Company" or  "USA
Telcom" refers to USA Telcom Internationale, USA Telecom,  or  USA
Telcom  as  may  be  applicable in the  appropriate  chronological
context.   The Articles of Incorporation of the Company authorized
the  issuance of twenty five million (25,000,000) shares of $0.001
par  value Common Stock and no shares of Preferred Stock.   As  of
April 11, 2003, the Company had approximately 4,250,000 shares  of
Common  Stock issued and outstanding held by approximately twenty-
five (25) shareholders of record.

The Company's primary business objective is to establish itself as
an  intermediary  serving Vietnamese individuals  and/or  entities
seeking  to acquire goods and services from the United States  and
other  locales  and  providers of such goods  and  services.   USA
Telcom  is  a service company and its primary asset is  the  long-
standing  relationships cultivated by the President  and  CEO  Mr.
Allen  Jones  in  Vietnam.   The focus is  on  general  trade  and
commerce  with  Vietnam.   The  Company  expects  to  continue  to
generate  revenue  primarily by engaging  as  an  intermediary  in
exporting  and importing of industrial and consumer goods  to  and
from Vietnam.  As of the date of this report, the Company has been
engaged   in  providing  these  intermediary  services   and   has
successfully  consummated  several  transactions.    The   Company
further   seeks   to  promote  economics,  trade  and   investment
activities between Vietnam and foreign organizations.

Mr.  Allen  Jones,  president of USA Telcom, has  been  personally
involved in business in Vietnam since 1993.  During that time, Mr.
Jones  has  built  business  contacts  with  numerous  individuals
associated with Vietnamese government agencies and other  entities
engaged in international commerce.  Those contacts eventually  led
to  joint exploration of business opportunities.  Over the  course
of the past 50 months Mr. Jones has visited Vietnam on over twenty
(20)  separate occasions directly related to the Company's efforts
in developing new contacts and additional business.

At  the  present time, the Company acts as an agent in  commercial
transactions between Vietnamese purchasers and U.S. manufacturers.
In particular, USA Telcom (a) identifies suitable (with respect to
products,   quantities,  and  trade  terms)  U.S.  suppliers   for
Vietnamese  buyers,  (b)  facilitates communications  between  the
parties, and (c) assists Vietnamese buyers with the preparation of
letter  of credit (L.C.) documentation and submitting of  such  to
the  seller  for approval.  After buyer and seller  approval,  the
buyer's  bank  issues a L.C. directly to the  seller.   The  goods
transaction is completed based upon the L.C. terms and conditions.

The  Company  does  not  acquire  and  resell  goods,  rather,  it
functions  in an agency capacity.  The Company participates  in  a
bidding   process  for  the  purchase  of  goods   by   Vietnamese
governmental agencies and associated entities and seeks to  extend
its  business  so  as  to  provide  similar  services  to  private
enterprises  throughout Vietnam.  Once the Company  is  awarded  a
purchase  contract, it acts on behalf of Vietnamese purchasers  in
the  United  States  to  locate  and  negotiate  the  purchase  of
requested  goods.  The Company generates revenue in  the  form  of
finder  fees or sales commissions based upon a percentage  of  the
overall procurement order.  On occasion the Company's services are
provided on the basis of a flat consulting fee.




PAGE-3-




USA  Telcom  has commenced revenue-producing operations.   In  the
year ended December 31, 2002, the Company generated net income  of
$89,711 on revenue of $134,664.  The Company generated revenues of
$44,179 and $19,975, for the fiscal years ended December 31,  2001
and  2000,  respectively, resulting in a net loss  of  $7,067  for
fiscal year 2001 and a net loss of $76,059 for fiscal year 2000.

The  Company  maintains its corporate office at  6655  W.  Sahara,
Suite  200, Las Vegas, NV 89146 8911, (Telephone: (702) 524-4149).
The  Company  also maintains an office at 1601 Dove  Street  Suite
115,  Newport beach California, 92660 (Telephone: (949)  955-2971/
Facsimile: (949) 955-2973).

B.   Business of Issuer

(1)  Principal Products and Services and Principal Markets

The  Company  plans  to function primarily in an  agency  capacity
facilitating  the introduction of parties engaged in the  purchase
and  sales  of  goods  and services and the consummation  of  such
transactions.  The Company has targeted the Country of Vietnam  as
its  primary  market.   It  has  developed  significant  marketing
contacts  with  local, indigenous consulting  firms  and  informal
relationships  with  officials  representing  various   Vietnamese
government   ministries.   Through  such  contacts,  the   Company
participates  in  a  bidding process for  the  sale  of  goods  to
Vietnamese government ministries or local government agencies.

USA  Telcom  may respond to a newspaper ad placed by a  government
agency  soliciting project or equipment bids.  The Company employs
its  knowledge of the market to identify suitable suppliers for  a
particular  bid.   Then  the  Company  obtains  information  about
available trade terms from the target supplier and submits  a  bid
on supplier's behalf on a competitive basis.  Once the Company has
secured an agreement to procure goods on behalf of purchasers,  it
acts  as  an  agent on behalf of these purchasers  in  the  United
States to locate, negotiate and purchase the requested goods.

USA  Telcom's typical agreements address specific projects and are
short-term  in nature.  Typically, USA Telcom signs  an  agreement
with  a  Vietnamese  counterpart  for  (a)  one-time  intermediary
services as relates to procurement of specific equipment or (b)  a
specific consulting project.  Typically USA Telcom charges  a  fee
calculated  as  a  percentage of the value  of  the  export/import
contract,  to  which the Company's services apply.  Sometimes  USA
Telcom  charges a flat consulting fee for information and document
preparation  advice.  The payment to USA Telcom is  due  typically
when USA Telcom has performed the services.

The  Company does not currently acquire, manufacture, or ship  any
goods.   The  Company  simply  acts  as  an  agent  in  commercial
transactions between Vietnamese purchasers and U.S. manufacturers.
The  Vietnamese  purchaser contracts with the Company  to  procure
specific  U.S.  goods.   The  Company  then  identifies  potential
suppliers  or  manufacturers  (generally  located  in  the  United
States) of the specified goods and facilitates the consummation of
the  sale.   Once  the  U.S. manufacturer is  paid  by  Vietnamese
purchaser  usually  through letters of credit, wire  transfers  or
cash  payments,  the  goods  are  shipped  directly  by  the  U.S.
manufacturer  to  the Vietnamese purchaser via freight  forwarder.
The Vietnamese buyer will receive shipment of the ordered goods by
ocean  freight,  airfreight, federal express, or similar  shipping
method.   Generally, the freight forwarder prepares  all  required
export  documents  and obtains insurance for  the  shipment.   The
Company's  customers are typically responsible  for  all  customs,
clearance  procedures,  and duties and/or taxation  of  all  goods
delivered to and within Vietnam.

The   Company   has  established  relationships  with   Vietnamese
Government authorities responsible for the procurement of goods in
their  effort  to  accomplish the objectives of  the  Ministry  or
Agency at issue.  The Company likewise seeks similar relationships
with  private  enterprises.  While initial  transactions  involved
certain  security equipment sought by police enforcement agencies,
the Company has not opted to specialize in any given set or sector
of  goods.   Rather, the Company identifies a demand  for  certain
goods  and  seeks  to  provide  such  goods  in  an  optimal   and
expeditious fashion on behalf of its customers.




PAGE-4-




The Company has acted as an intermediary in transactions involving
exports  of  security equipment to a Vietnamese entity  affiliated
with  the  Ministry  of  Police.   Such  equipment  included   the
following:  x-ray  letter  and package screening  equipment,  drug
detection  equipment,  narcotic  trace  detection  equipment   and
various  other products related to general law enforcement.   Such
equipment  may  in  the future include digital wireless  emergency
communications  systems,  digital  wireless  local  loop  systems,
wireless  television transmitting stations, miniature  transmitter
locating   devices,  receiving  systems,  night  vision   devices,
security  surveillance  systems, audio  recording  devices,  x-ray
equipment,  handheld radar guns, and fixed-line telecommunications
monitoring   devices  given  due  authorization  from   U.S.   and
Vietnamese regulatory authorities.

(2)  Distribution Methods of the Products or Services

The  Company currently does not acquire, manufacture or distribute
any   goods.    The  Company  acts  as  an  agent  in   commercial
transactions between Vietnamese purchasers and U.S. manufacturers.
The  Vietnamese  purchaser contracts with the Company  to  procure
specific   U.S.  goods.  The  Company  then  identifies  potential
suppliers  or  manufacturers  (generally  located  in  the  United
States) of the specified goods and facilitates the consummation of
the  sale.   Once  the  U.S. manufacturer is  paid  by  Vietnamese
purchaser  usually  through letters of credit, wire  transfers  or
cash  payments,  the  goods  are  shipped  directly  by  the  U.S.
manufacturer  to  the Vietnamese purchaser via freight  forwarder.
The Vietnamese buyer will receive shipment of the ordered goods by
ocean  freight,  airfreight, federal express, or similar  shipping
method.   Generally, the freight forwarder prepares  all  required
export  documents  and obtains insurance for  the  shipment.   The
Company's  customers are typically responsible  for  all  customs,
clearance  procedures,  and duties and/or taxation  of  all  goods
delivered to and within Vietnam.

(3)  Status of Any Announced New Product or Service

There  is no change in status of services previously disclosed  by
USA Telcom in SEC filings.

(4)   Competitive Business Conditions and the Issuer's Competitive
Position

The  Company  is  an intermediary service provider  assisting  its
customers   in  procuring  consumer  and  industrial  goods   from
overseas.    The   Company  faces  significant  competition   from
manufacturers  and suppliers with a physical presence  in  Vietnam
marketing their products directly.  Many of these competitors  are
substantially  larger  and  have substantially  greater  financial
resources  than  the Company.  Likewise, major  manufacturers  and
suppliers  often  engage the services of distributors  located  in
target   markets   including  cities  throughout   Vietnam.    The
distributors often are staffed by local Vietnamese fluent  in  the
language,  customs  and  culture  of  the  country.   Often   such
relationships provide these distributors with exclusivity  in  the
representation  of products in the target country.   These  direct
manufacturers/suppliers and distributors aggressively compete  for
the  market  share in their given segments.  Likewise, such  local
distributors  seek to secure exclusive licensing  rights  for  the
distribution of new product not presently available in the  target
market.   The  Company endeavors to secure similar  rights  as  an
agent  working  on  behalf of purchasers and likewise  anticipates
securing distributions rights from manufacturers and suppliers  of
goods  produced  or  otherwise originating in the  United  States.
However,  the  substantial competition faced by the Company  grows
significantly as Vietnam continues to grow its economy and  demand
for  international goods increases.  This may have  a  significant
impact  on the Company's ability to compete effectively and derive
revenue.    Notwithstanding  these  uncertainties,   the   Company
believes  that  its efforts in establishing relationships  in  the
public  and  private  sector  of Vietnam's  growing  economy  will
enhance   its  ability  to  compete  successfully.   However,   in
nurturing  business  relationships  in  Vietnam,  USA  Telcom   is
counting primarily on the reputation, experience, and contacts  of
its president, Mr. Allen Jones.  There appear to be no significant
barriers to enter the U.S.-Vietnamese trade consulting business.




PAGE-5-




(5)  Raw Materials and Suppliers

The  Company does not maintain or require raw materials.  To date,
the  Company  does not have any on-going material  contracts  with
suppliers and does not anticipate entering into such agreements in
the  near future.  Suppliers of goods are engaged on an as  needed
basis where our clients order goods directly.  The Company acts in
an  agency capacity exclusively.  Any agreements or contracts  are
between our clients and suppliers directly.

(6)  Customers

The  Company does not foresee that its business in the future will
depend  on  one  or a few major customers.  Since  inception,  USA
Telcom  has  targeted  as customers various Vietnamese  government
agencies  and their subsidiaries.  None of the past or anticipated
contracts  are  long-term in nature.  To  date,  the  Company  has
consummated  seven  transactions pursuant  to  agreements  with  a
single Vietnamese government entity.

The  Company aggressively seeks to secure additional contracts and
new  clients.  USA Telcom seeks its new customers via  examination
of   invitations  for  bids  in  the  local  press   in   Vietnam.
Additionally,  USA  Telcom plans to implement direct  mail/contact
techniques  using a list of businesses licensed  in  Vietnam.   We
have  obtained such a list from the Vietnamese Ministry of  Trade.
Currently USA Telcom does not advertise its services.

(7)    Patents,  Trademarks,  Licenses,  Franchises,  Concessions,
Royalty Agreements, or Labor Contracts

The  Company  currently  does not have  any  patents,  trademarks,
franchises, concessions, royalty agreements, or labor contracts.

(8)  Government Approval of Principal Products or Services.

The  Company  acts  exclusively in  an  agency  capacity.   As  an
intermediary  service  provider,  the  Company  is  not   directly
affected  by  government regulation.  Any government  approval  of
products or services are secured by manufacturers and suppliers of
the goods sold.

The  U.S.  Department of Commerce provides a list of goods,  which
require or do not require export licenses.  Every time USA  Telcom
responds to an inquiry from a prospective Vietnamese customer, the
Company contacts manufacturers as to the availability and type  of
export  license  required.  Then USA Telcom confirms  the  license
requirements  via a direct contact with a Department  of  Commerce
representative.   However, it remains the  responsibility  of  the
seller  to  supply  all required export documentation  and  export
licenses.

(9) Effects of Existing or Probable Governmental Regulations

The  Vietnamese government closely controls trade activities  such
as  import  and export, sale and purchase of goods through  tariff
and  non-tariff measures.  These non-tariff measures  may  include
outright  bans, quotas, licenses, stamps, and surcharges that  are
specified  on an annual and ad hoc basis.  Vietnam imposes  export
duties  on  selected  goods.  However, in recent  years  rates  of
import  and  export duties have been revised downward  in  keeping
with  the  country's treaty and other international obligations  a
particularly  as these issues related to the United  States.   The
Company  is  potentially  subject  to  regulatory  uncertainty  as
regulations  are potentially subject to change and as an  indirect
consequence,  adversely affect the Company's capacity  to  conduct
business.




PAGE-6-




Currently,  USA  Telcom is not required and does  not  maintain  a
licensed  representative  office in Vietnam.   However,  once  the
extent of USA Telcom's operations warrants it, USA Telcom plans to
establish   a  licensed  representative  office  in  Vietnam.    A
representative  office  requires  formal  authorization  from  the
government  of Vietnam.  In particular, the process  involves  (a)
preparation  of  required  Ministry of  Trade  forms,  which  must
disclose information on business purpose, office location,  number
of  employees, etc., and (b) submission to government  authorities
of  such  forms accompanied by financial statements and  notarized
copies  of  incorporation documents.  The corporate activities  in
Vietnam at the representative office would be subject to the  laws
of Vietnam as enforced by the Ministry of Trade.

(10) Research and Development Activities

As  of  the date of this Report, the Company has not incurred  any
research  and development expenses and does not plan to incur  any
additional  research or development expenses over the next  twelve
months.   No research and development costs are or will  be  borne
directly by customers.

(11) Impact of Environmental Laws

The  Company  currently does not anticipate that any environmental
laws would have an affect on the business of the Company.

(12) Employees

The Company presently has no employees.  The Company relies solely
on the efforts of the President/CEO.

C.   Reports to Security Holders

(1)  Annual Reports

USA  Telcom intends to deliver annual reports to security  holders
and  the United States Securities and Exchange Commission on  Form
10-KSB  in  accordance with the provisions of Section  12  of  the
Securities Exchange Act of 1934, as amended.  Such annual  reports
will include audited financial statements.

(2)  Periodic Reports with the SEC

USA  Telcom is a reporting issuer with the Securities and Exchange
Commission.  USA  Telcom will continue to file annual  reports  on
Form 10-KSB, quarterly reports on Form 10-QSB, current reports  on
Form  8-K  and  amendments  to these reports  filed  or  furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange  Act
of  1934,  as amended as required to maintain the fully  reporting
status.

(3)  Availability of Filings

The  public may read and copy any materials USA Telcom files  with
the  SEC  at the SEC's Public Reference Room at 450 Fifth  Street,
N.W.,  Washington, D.C. 20549.  The public may obtain  information
on  the operation of the Public Reference Room by calling the  SEC
at  1-800-SEC-0330.  Additionally, the SEC maintains  an  Internet
site   (http://www.sec.gov)  that  contains  reports,  proxy   and
information  statements, and other information  regarding  issuers
that file electronically with the SEC.




PAGE-7-




Item 2. Description of Property.

The  Company's  principal offices are located at 6655  W.  Sahara,
Suite 200, Las Vegas, NV 89146.  Mr. Allen Jones, President, rents
provides  this office space and it at no expense to  the  Company.
USA  Telcom  conducts  U.S.  business  operations,  meetings,  and
stockholder relation activities from this Nevada office.

The  Company has access and use of an office in the office complex
at 1601 Dove, Suite 115, Newport Beach, CA 92660.  The size of the
office  is approximately 400 square feet.  This facility  is  used
for  Board of Director Meetings and provides a modest office space
and  a conference room.  Use of the office provided to the Company
at  no  charge  by  the  Company's Secretary  and  Treasurer,  Mr.
Browning, who rents the space.

The  Company also uses a temporary office in Vietnam at 41 Ngo  40
Ta  Quang  Buu,  Bach Khoa Hai Ba Trung, Ha Noi, Viet  Nam.   This
office  is  part of a family residence of USA Telcom's  president.
The  size  of  the office space is approximately 280 square  feet.
The  office is equipped with a personal computer and other  office
equipment  and furniture.  USA Telcom uses this space for  Vietnam
business operations.

Item 3. Legal Proceedings.

As of the date of this Report, the Company is not and has not been
a  party  to  any pending legal proceeding involving  any  private
party or federal, state, or local authority.

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

During  the fourth quarter of the fiscal year 2002, no matter  was
submitted  by  this  report or otherwise to  a  vote  of  security
holders, through the solicitation of proxies or otherwise.


















PAGE-8-




                              PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

Market Information

The common stock of USA Telcom is quoted on the OTC Bulletin Board
under  the  symbol  "USTC."  Public listing of  the  common  stock
commenced  on August 30, 2002.  Prior to that time, there  was  no
public market for USA Telcom's common stock.  The following  table
sets  forth  the  high and the low bid quotations for  the  common
stock  as  reported  on the OTC Bulletin Boardr  for  the  periods
indicated.  Such information reflects inter-dealer prices, without
retail  mark-up, mark-down or commission, and may not  necessarily
represent actual transactions.

                                                  Low Bid     High Bid
                                                -----------------------

Period from April 1, 2003 to April 14, 2003      $ 0.015       $ 0.15
Three months ended March 31, 2003                  0.01          0.15
Three months ended December 31, 2002               0.15          0.15
Three months ended September 30, 2002              n/a*          0.15

Holders

As  of  April  11,  2003,  USA Telcom had approximately  4,250,000
shares  of  $0.001 par value common stock issued  and  outstanding
held  by  approximately twenty-five (25) shareholders  of  record.
USA  Telcom's  Transfer  Agent is Shelley Godfrey,  Pacific  Stock
Transfer  Company,  500 East Warm Springs  Road,  Suite  240,  Las
Vegas, Nevada 89119, (702) 361-3033.

Dividends

USA  Telcom has never declared or paid any cash dividends  on  its
common  stock.  For the foreseeable future, USA Telcom intends  to
retain  any  earnings to finance the development and expansion  of
its business, and it does not anticipate paying any cash dividends
on  its  common stock.  Any future determination to pay  dividends
will  be  at the discretion of the Board of Directors and will  be
dependent  upon  then existing conditions, including  USA  Telcom'
financial   condition   and   results   of   operations,   capital
requirements,  contractual restrictions, business  prospects,  and
other factors that the board of directors considers relevant.

Recent Sales of Unregistered Securities.

On  January  10, 1999, the Company issued 600,000  shares  of  its
$.001  par  value Common Stock (for $600 cash) to its officers  as
founders stock as follows:

*    USA Telcom issued to Allen Jones 200,000 shares of the Common
  Stock of the Company and to Michael Browning 400,000 shares of the
  Common Stock of the Company.

On  December  10,  1999, the Company effectuated a  2-for-1  stock
split for all issued and outstanding shares of Common Stock of the
Company issued and outstanding.

On  December 10, 2000, the Company issued 1,800,000 shares of  its
$.001 par value Common Stock (for $92,536) to the president of the
Company as follows:

*     USA  Telcom  issued to Allen Jones 1,800,000 shares  of  the
  Common Stock of the Company.




PAGE-9-




All  founders' shares were issued in accordance with Section  4(2)
of the Securities Act of 1933.

On July 9, 2001, the State of Nevada issued a permit to USA Telcom
to  sell  securities pursuant to registration by qualification  in
the  state.   The  offering was exempt from  federal  registration
pursuant  to  Regulation D, Rule 504 of the  1933  Securities  and
Exchange Act, as amended.  On October 31, 2001, USA Telcom  closed
that offering, in which it sold a total of 1,250,000 shares of its
$0.001  par value common stock at $0.05 per share for cash in  the
amount of $61,500 net of offering costs.

There have been no other issuances of common stock of the Company.

In  connection  with the offering pursuant to Regulation  D,  Rule
504,  USA  Telcom  issued 125,000 warrants to  NevWest  Securities
Corporation  to  purchase the Company's $0.001  par  value  common
stock  on  a  one-for-one basis.  The warrant  exercise  price  is
$0.055  per  share of common stock and substantially all  warrants
will  expire on or before November 7, 2004.  No warrants have been
exercised as of the date of this report.

Item 6. Management's Discussion and Analysis or Plan of Operation.

This  section  must  be  read  in  conjunction  with  the  Audited
Financial  Statements  dated December 31, 2002  included  in  this
Report.

Twelve  Months  Ended  December 31, 2002 Compared  to  the  Twelve
Months Ended December 31, 2001

In the twelve months ended December 31, 2002, USA Telcom generated
approximately  $134,664  in  revenues  compared  to  approximately
$44,179 in the twelve months ended December 31, 2001.  USA  Telcom
attributes  the increase in revenues to the expansion  of  planned
operations.

The  total operating expenses for the twelve months ended December
31,  2002  were approximately $46,922 as compared to approximately
$52,197  for  the  twelve  months ended December  31,  2001.   The
decrease  resulted  primarily from a decrease in  startup  general
administrative expenses.  During the fiscal 2001, USA  Telcom  was
still  devoting  resources to the organization of its  operations.
Such   "startup"   expenses  as  legal,  accounting,   consulting,
investment  banking, and filing fees have decreased as USA  Telcom
accomplished its organization objectives.

In  the  twelve  months  ended December  31,  2002,  USA  Telcom's
operations  resulted in a net income of approximately  $89,711  as
compared  to  a  net loss of approximately $7,067 for  the  twelve
months  ended  December 31, 2001.  During the twelve months  ended
December 31, 2001, USA Telcom financed the net loss via the  usage
of donated capital of $24,607, the issuance of common stock in the
amount  of  $61,250, a decrease in other assets of  $120,  and  an
increase in accumulated depreciation of $18 net of an increase  in
accounts  receivable of $7,500, an increase in interest receivable
of $871, a decrease in current liabilities of $338, an increase in
investments of $500, and an increase in shareholder receivables of
$30,667.

Liquidity and Capital Resources

At  December  31, 2002, USA Telcom had current assets of  $176,354
consisting entirely of cash.  At December 31, 2001, USA Telcom had
current  assets  of  $55,864, consisting of $48,364  in  cash  and
$7,500   in  accounts  receivable.   The  increase  in   cash   is
attributable  primarily  to  cash flow  from  operations  and  the
repayment of a shareholder loan.




PAGE-10-




At  December  31,  2002,  USA Telcom  had  a  working  capital  of
$176,354,  which  USA  Telcom believes is sufficient  to  continue
operations   for  the  next  twelve  months  without   significant
increases  in  revenues  or  additional  capital  infusions.    At
December 31, 2001, USA Telcom had a working capital of $55,864.

Revenue and Cost Recognition

The  Company recognizes revenue on an accrual basis as it invoices
for  finder's  fees  and consulting services.   The  Company  only
recognizes revenue as goods are shipped from a third-party vendor,
and contractual terms are fulfilled.  The Company does not acquire
and  resell  the  goods.  The goods are sold and shipped  directly
from a third-party vendor and the Company receives a finder's  fee
from  the  transaction.  No shipping or other costs of  goods  are
recorded on the Company's financial statements as of December  31,
2002.

Typically payment for the Company's services is due and payable at
the time services are rendered or procurement is completed.

The  currency  used  by the Company's customers  to  pay  for  our
services  and the currency used by the Company to pay the majority
of our expenses is the U.S. Dollar.




















PAGE-11-




Item 7. Financial Statements.






                     USA Telcom Internationale
                      (a Nevada Corporation)

                          Balance Sheets
                               as of
                    December 31, 2002 and 2001

                                and

                     Statements of Operations,
               Changes in Stockholders' Equity, and
                            Cash Flows
                        for the years ended
                    December 31, 2002 and 2001























PAGE-12-








                         TABLE OF CONTENTS



                                                   PAGE

           Independent Auditors' Report              1

           Balance Sheets                            2

           Statements of Operations                  3

           Statements of Changes in                  4
           Stockholders' Equity

           Statements of Cash Flows                  5

           Footnotes                                 6

























PAGE-13-




Beckstead and Watts, LLP
Certified Public Accountants
                                           3340 Wynn Road, Suite B
                                               Las Vegas, NV 89102
                                                      702.257.1984
                                                702.362.0540 (fax)

                   INDEPENDENT AUDITORS' REPORT

Board of Directors
USA Telcom Internationale
(a Nevada Corporation)

We  have  audited the Balance Sheets of USA Telcom  Internationale
(the  "Company"),  as  of  December  31,  2002,  and  the  related
Statements of Operations, Stockholders' Equity, and Cash Flows for
the   year  then  ended.   These  financial  statements  are   the
responsibility of the Company's management.  Our responsibility is
to  express an opinion on these financial statements based on  our
audit.   The financial statements of USA Telcom Internationale  as
of December 31, 2001, were audited by G. Brad Beckstead, CPA, sole
practitioner, whose report dated June 12, 2002, and  expressed  an
unqualified opinion on those financial statements.

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

In our opinion, the financial statements referred to above present
fairly,  in all material respects, the financial position  of  USA
Telcom Internationale as of December 31, 2002, and the results  of
its  operations  and  cash  flows for  the  year  then  ended,  in
conformity  with generally accepted accounting principles  in  the
United States of America.

/s/ Beckstead and Watts, LLP
-----------------------------
April 15, 2003




PAGE-14-                            F1





                  USA Telcom Internationale, Inc.
                      (a Nevada Corporation)
                          Balance Sheets

                                              December 31,
                                      ------------------------------
                                          2002           2001
Assets                                ------------------------------

Current assets:
 Cash and equivalents                 $     176,354    $    48,364
 Accounts receivable                              -          7,500
                                      ------------------------------
   Total current assets                     176,354         55,864
                                      ------------------------------

Fixed assets, net                               741            482

Investments                                     500              -

Other assets                                  5,000          5,000
Shareholder loans                                 -         30,667
Interest receivable - shareholder                 -            871
                                      ------------------------------
                                      $     182,595    $    92,884
                                      ==============================
Liabilities and Stockholders' Equity

Current liabilities:                  $           -    $         -
                                      ------------------------------
Stockholders' equity:
 Common stock, $0.001 par value,
 25,000,000 shares
   authorized, 4,250,000 shares
  issued and
   outstanding as of 12/31/02 and
  12/31/01                                    4,250          4,250
 Additional paid-in capital                 174,743        174,743
 Retained earnings (deficit)                  3,602       (86,109)
                                      ------------------------------
                                            182,595         92,884
                                      ------------------------------
                                      $     182,595    $    92,884

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





PAGE-15-                            F2




                  USA Telcom Internationale, Inc.
                      (a Nevada Corporation)
                     Statements of Operations

                                            For the years ended
                                                December 31,
                                          --------------------------
                                             2002         2001
                                          --------------------------
Revenue                                   $   134,664   $  44,179

Expenses:
 General and
administrative expenses                        45,326      52,179
 Depreciation                                   1,596          18
                                          --------------------------
  Total expenses                               46,922      52,197
                                          --------------------------
Other income (expense):
 Interest income                                3,381         951
 (Loss) on the sale of
fixed assets                                   (1,412)          -
  Total other income                      --------------------------
 (expense)                                      1,969         951

Net income (loss)                         $    89,711   $  (7,067)
                                          ==========================
Weighted average number
of
 common shares
outstanding - basic                         4,250,000   3,315,068
                                          ==========================
Net income (loss) per
share - basic                             $      0.02   $   (0.00)
                                          ==========================
Weighted average number
of
 common shares outstanding - fully
diluted                                     4,375,000   3,315,068
                                          ==========================
Net income (loss) per
share - fully diluted                     $      0.02   $   (0.00)
                                          ==========================

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





PAGE-16-                            F3



<TABLE>
                  USA Telcom Internationale, Inc.
                      (a Nevada Corporation)
           Statements of Changes in Stockholders' Equity
<CAPTION>

                                                  Additional  Retained     Total
                                 Common Stock      Paid-in    Earnings   Stockholders'
                               Shares    Amount    Capital   (Deficit)     Equity
                             ---------  --------  ---------  ---------  --------------
      <S>                       <C>        <C>        <C>        <C>         <C>

Balance, December 31, 1998           -  $      -  $       -  $       -  $        -

 Shares issued for cash      1,200,000       600          -          -         600

Net (loss) for the year
ended
 December 31, 1999                                              (2,983)     (2,983)
                             ---------  --------  ---------  ---------  --------------
Balance, December 31, 1999   1,200,000       600          -     (2,983)     (2,383)

 Shares issued for cash      1,800,000       900     91,636                 92,536


 2-for-1 forward split                     1,500     (1,500)                     -

Net (loss) for the year
ended
 December 31, 2000                                             (76,059)    (76,059)
                             ---------  --------  ---------  ---------  --------------

Balance, December 31, 2000   3,000,000     3,000     90,136    (79,042)     14,094

 Donated capital                                     24,607                 24,607

 Shares issued pursuant to   1,250,000     1,250     60,000                 61,250
 Rule 504 offering

Net (loss) for the year
ended
 December 31, 2001                                              (7,067)     (7,067)
                             ---------  --------  ---------  ---------  --------------
Balance, December 31, 2001   4,250,000     4,250    174,743    (86,109)     92,884


Net (loss) for the year
ended
 December 31, 2002                                               89,711      89,711
                             ---------  --------  ---------  ---------  --------------
Balance, December 31, 2002   4,250,000  $  4,250  $ 174,743   $   3,602  $  182,595
                             =========  ========  =========  ========== ==============
</TABLE>

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





PAGE-17-                            F4





                  USA Telcom Internationale, Inc.
                      (a Nevada Corporation)
                     Statements of Cash Flows

                                             For the year ended
                                                December 31,
                                          ----------------------------
                                             2002          2001
Cash flows from operating                 ------------  --------------
activities
Net income (loss)                         $   89,711    $   (7,067)
Depreciation                                   1,596            18
(Loss) on the sale of fixed assets             1,412             -
Proceeds from the sale of fixed
assets                                        11,450
Adjustments to reconcile net
income (loss) to
 net cash provided (used) by
 operating activities:
 Decrease (increase) in accounts
 receivable                                    7,500        (7,500)
 Decrease (increase) in interest
 receivable - shareholder                        871          (871)
 Decrease in other assets
                                                   -           120
 (Decrease) in current liabilities                 -          (338)
Net cash provided (used) by               ------------  --------------
operating activities                         112,540       (15,638)
                                          ------------  --------------
Cash flows from investing
activities
 Purchase of fixed assets                    (14,717)          (500)
 Increase in investments                        (500)             -
Net cash (used) by investing              ------------  --------------
activities                                   (15,217)          (500)
                                          ------------  --------------
Cash flows from financing
activities
 Donated capital                                   -         24,607
 Shareholder loans receivable                 30,667        (30,667)
 Issuance of common stock                          -         61,250
Net cash provided by financing            ------------  --------------
activities                                    30,667         55,190
                                          ------------  --------------
Net increase in cash                         127,990         39,052
Cash - beginning                              48,364          9,312
Cash - ending                             $  176,354     $   48,364
                                          ============  ==============
Supplemental disclosures:
 Interest paid                            $        -     $      280
                                          ============  ==============
 Income taxes paid                        $        -     $        -
                                          ============  ==============


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






PAGE-18-                            F5




                     USA Telcom Internationale
                      (a Nevada Corporation)
                               Notes

Note 1 - Significant accounting policies and procedures

Organization
The  Company  was organized November 5, 1998 (Date  of  Inception)
under  the  laws  of  the State of Nevada, as  USA  Telecom.   The
Company  is  authorized to issue 25,000,000 shares of  $0.001  par
value common stock.

On  November  17,  1998,  the  Company  amended  its  articles  of
incorporation to change its name to USA Telcom.

On   April   25,  2000,  the  Company  amended  its  articles   of
incorporation to change its name to USA Telcom Internationale.

Estimates
The   preparation  of  financial  statements  in  conformity  with
generally  accepted accounting principles requires  management  to
make estimates and assumptions that affect the reported amounts of
assets  and  liabilities and disclosure of contingent  assets  and
liabilities  at  the  date  of the financial  statements  and  the
reported  amounts  of  revenue and expenses during  the  reporting
period.  Actual results could differ from those estimates.

Cash and cash equivalents
The  Company  maintains  a cash balance in a  non-interest-bearing
account  that currently does not exceed federally insured  limits.
For the purpose of the statements of cash flows, all highly liquid
investments with an original maturity of three months or less  are
considered to be cash equivalents.

Revenue recognition
The  Company recognizes revenue on an accrual basis as it invoices
for services.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs  of
Start-Up  Activities," which provides guidance  on  the  financial
reporting  of  start-up costs and organizational  costs,  requires
most  costs of start-up activities and organizational costs to  be
expensed  as  incurred.  SOP 98-5 is effective  for  fiscal  years
beginning after December 15, 1998.  With the adoption of SOP 98-5,
there  has  been  little or no effect on the  Company's  financial
statements.

Earning (loss) per share
Basic  earning  (loss) per share is computed by dividing  the  net
loss  by  the weighted average number of common shares outstanding
available  to  common stockholders during the period.   The  basic
weighted average number of common shares outstanding was 4,250,000
and  3,315,068  for the years ended December 31,  2002  and  2001,
respectively.  The fully diluted weighted average number of common
shares outstanding was 4,375,000 and 3,315,068 for the years ended
December  31,  2002 and 2001, respectively.  The  computation  for
loss  per  common  share, assuming dilution, for the  years  ended
December  31,  2001,  was  antidilutive,  and  therefore  is   not
included.  Outstanding warrants as of December 31, 2002  and  2001
totaled 125,000.

Advertising Costs
The  Company expenses all costs of advertising as incurred.  There
were  $58 and $0 in advertising costs included in selling, general
and administrative expenses in 2002 and 2001, respectively.




PAGE-19-                            F6



                     USA Telcom Internationale
                      (a Nevada Corporation)
                               Notes

Fair value of financial instruments
Fair  value  estimates  discussed herein are  based  upon  certain
market   assumptions  and  pertinent  information   available   to
management  as  of  December 31, 2002 and  2001.   The  respective
carrying  value of certain on-balance-sheet financial  instruments
approximated  their  fair  values.  These  financial   instruments
include  cash  and accounts payable. Fair values were  assumed  to
approximate carrying values for cash and payables because they are
short  term in nature and their carrying amounts approximate  fair
values or they are payable on demand.

Impairment of long lived assets
Long  lived  assets held and used by the Company are reviewed  for
possible impairment whenever events or circumstances indicate  the
carrying  amount  of  an  asset may  not  be  recoverable  or  are
impaired.   No such impairments have been identified by management
at December 31, 2002 and 2001.

Segment reporting
The  Company  follows Statement of Financial Accounting  Standards
No.  130, "Disclosures About Segments of an Enterprise and Related
Information".  The Company operates as a single segment  and  will
evaluate additional segment disclosure requirements as it  expands
its operations.

Dividends
The  Company has not yet adopted any policy regarding  payment  of
dividends.   No  dividends  have  been  paid  or  declared   since
inception.

Recent pronouncements
In  July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated  with  Exit  or Disposal Activities",  which  addresses
financial accounting and reporting for costs associated with  exit
or  disposal  activities and supersedes EITF No. 94-3,  "Liability
Recognition  for Certain Employee Termination Benefits  and  Other
Costs to Exit an Activity (including Certain Costs Incurred  in  a
Restructuring)." SFAS No. 146 requires that a liability for a cost
associated  with  an exit or disposal activity be recognized  when
the liability is incurred. Under EITF No. 94-3, a liability for an
exit cost was recognized at the date of an entity's commitment  to
an  exit  plan.  SFAS No. 146 also establishes that the  liability
should  initially  be measured and recorded  at  fair  value.  The
provisions  of SFAS No. 146 will be adopted for exit  or  disposal
activities that are initiated after December 31, 2002.

In  December  2002, the FASB issued SFAS No. 148, "Accounting  for
Stock-Based Compensation-Transition and Disclosure-an amendment of
SFAS No. 123." This Statement amends SFAS No. 123, "Accounting for
Stock-Based  Compensation",  to  provide  alternative  methods  of
transition  for a voluntary change to the fair value based  method
of  accounting for stock-based employee compensation. In addition,
this statement amends the disclosure requirements of SFAS No.  123
to  require  prominent  disclosures in  both  annual  and  interim
financial  statements  about the method of accounting  for  stock-
based  employee compensation and the effect of the method used  on
reported results. The adoption of SFAS No. 148 is not expected  to
have  a  material  impact on the company's financial  position  or
results of operations.




PAGE-20-                            F7




                     USA Telcom Internationale
                      (a Nevada Corporation)
                               Notes

In  November 2002, the FASB issued FASB Interpretation ("FIN") No.
45,   "Guarantors  Accounting  and  Disclosure  Requirements   for
Guarantees,  Including  Indirect Guarantees  and  Indebtedness  of
Others",  an  interpretation  of  FIN  No.  5,  57  and  107,  and
rescission  of  FIN No. 34, "Disclosure of Indirect Guarantees  of
Indebtedness  of Others". FIN 45 elaborates on the disclosures  to
be  made  by  the  guarantor in its interim and  annual  financial
statements about its obligations under certain guarantees that  it
has  issued. It also requires that a guarantor recognize,  at  the
inception  of a guarantee, a liability for the fair value  of  the
obligation  undertaken  in  issuing  the  guarantee.  The  initial
recognition and measurement provisions of this interpretation  are
applicable on a prospective basis to guarantees issued or modified
after  December 31, 2002; while, the provisions of the  disclosure
requirements are effective for financial statements of interim  or
annual  periods  ending  after  December  15,  2002.  The  company
believes that the adoption of such interpretation will not have  a
material impact on its financial position or results of operations
and  will  adopt such interpretation during fiscal year  2003,  as
required.

In  January  2003,  the FASB issued FIN No. 46, "Consolidation  of
Variable  Interest  Entities",  an  interpretation  of  Accounting
Research  Bulletin  No.  51.  FIN No. 46  requires  that  variable
interest entities be consolidated by a company if that company  is
subject  to  a  majority  of the risk of loss  from  the  variable
interest  entity's activities or is entitled to receive a majority
of the entity's residual returns or both. FIN No. 46 also requires
disclosures  about variable interest entities that  companies  are
not  required  to  consolidate  but  in  which  a  company  has  a
significant  variable interest. The consolidation requirements  of
FIN  No.  46 will apply immediately to variable interest  entities
created  after  January  31, 2003. The consolidation  requirements
will  apply to entities established prior to January 31,  2003  in
the  first fiscal year or interim period beginning after June  15,
2003.  The  disclosure requirements will apply  in  all  financial
statements  issued after January 31, 2003. The company will  begin
to  adopt the provisions of FIN No. 46 during the first quarter of
fiscal 2003.

Stock-Based Compensation
The  Company  accounts  for stock-based  awards  to  employees  in
accordance  with  Accounting  Principles  Board  Opinion  No.  25,
"Accounting   for   Stock   Issued  to  Employees"   and   related
interpretations and has adopted the disclosure-only alternative of
SFAS  No. 123, "Accounting for Stock-Based Compensation."  Options
granted to consultants, independent representatives and other non-
employees  are  accounted  for using  the  fair  value  method  as
prescribed by SFAS No. 123.

Year end
The Company has adopted December 31 as its fiscal year end.

Note 2 - Income taxes

The Company accounts for income taxes under Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
No.  109"), which requires use of the liability method.   SFAS No.
109 provides that deferred tax assets and liabilities are recorded
based  on  the  differences between the tax bases  of  assets  and
liabilities  and  their carrying amounts for  financial  reporting
purposes,  referred  to  as temporary differences.   Deferred  tax
assets  and  liabilities at the end of each period are  determined
using the currently enacted tax rates applied to taxable income in
the  periods in which the deferred tax assets and liabilities  are
expected to be settled or realized.

Note 3 - Fixed assets

The  Company  purchased equipment in the  amount  of  $857  and  a
vehicle for $13,860 during the year ended December 31, 2002.   The
vehicle  was sold and the Company received $14,274 and recorded  a
loss  on  the  sale  of  fixed assets in  the  amount  of  $1,415.
Depreciation  expense totaled $1,596 for the year  ended  December
31, 2002.




PAGE-21-                            F8




                     USA Telcom Internationale
                      (a Nevada Corporation)
                               Notes

Note 4 - Stockholder's equity

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

All references to shares issued and outstanding reflect the 2-for-
1 stock split effected December 2000.

The  Company issued 1,200,000 shares of its $.001 par value common
stock  to  its officers as founders stock issued for cash  in  the
amount of $600.

The  Company issued 1,800,000 shares of its $.001 par value common
stock  to  its officers as founders stock issued for cash  in  the
amount of $92,536.

An  officer  of  the Company donated cash to the  Company  in  the
amount of $24,607.

The Company issued 1,250,000 shares of its $0.001 par value common
stock  for  cash  of  $62,500 (net of $1,250  in  offering  costs)
pursuant  to a Rule 504 of the Securities and Exchange  Commission
Act of 1933 offering.

There have been no other issuances of common stock.

Note 5 - Warrants and options

On  February 12, 2001, the Company issued 125,000 warrants  to  an
investment banking firm to purchase the Company's $0.001 par value
common  stock on a one-for-one basis.  The warrant exercise  price
is $0.055 per share of common stock and substantially all warrants
will  expire on or before November 7, 2004.  During the year ended
December 31, 2002 and 2001, no warrants have been exercised.   The
warrant  has  been determined to have no market  value  using  the
Black-Scholes option pricing model with a market value per  common
share  of  $0.05,  a risk free rate of return of 8%,  an  exercise
period of three years and a volatility of 30%.

Note 6 - Related party transactions

During  the  year  ended  December 31, 2001,  the  Company  loaned
$30,667  to  a  shareholder which has interest of  6%  per  annum.
During the year ended December 31, 2002, the shareholder paid  the
entire  balance  of principal of $30,667 and accrued  interest  of
$1,246.

Office  space  and  services  are provided  without  charge  by  a
director  and  shareholder.   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.








PAGE-22-                            F9




Item   8.  Changes  In  and  Disagreements  With  Accountants   on
Accounting and Financial Disclosure.

None.






































PAGE-23-




                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons

A.   Directors, Executive Officers and Significant Employees

The names, ages, and  positions  of  the  Company's  directors,
executive  officers,  and significant employees,  who  held  their
positions as of December 31, 2002, were as follows:

     NAME            AGE       POSITION              POSITION STARTED
----------------------------------------------------------------------
Allen Jones           64     President,  CEO, and      November 1998
                             Director

Michael F. Browning*  68     Secretary, Treasurer,     November 1998
                             and Director

Ly Hoang*             57     Executive  VP,            November 2000
                             Business Development

Pat Lee*              44     VP                        November 2000

Chuong Hoang, Ph.D.*  55     VP & COO                  November 2000

Phi Nguyen*           41     VP, Public Relations      November 2000

Hien Nguyen, Ph.D.*   56     VP & CFO                  November 2000

Douglas Owen          61     Director                  March 2001

*    Effective  January 1, 2003, Messrs. Michael F.  Browning,  Ly
     Hoang,  Pat  Lee, Chuong Hoang, Phi Nguyen, and  Hien  Nguyen
     resigned  from their respective positions.  No director  that
     has  resigned from his position had any disagreement with USA
     Telcom  on  any matter relating to the Company's  operations,
     policies or practices.  No director has furnished USA  Telcom
     with  a letter describing any such disagreement and requested
     that  the  matter be disclosed.  As of April  15,  2003,  Mr.
     Allen  Jones  remains the only officer and  director  of  the
     Company  holding the positions of President, CEO,  Secretary,
     and Treasurer.

Mr.  Allen  Jones,  President, CEO and Director  of  the  Company,
founded  USA  Telcom in 1998.  Prior to his involvement  with  USA
Telcom, Mr. Jones acquired multiple years of experience working in
advisory  and  intermediary capacity on projects in  South  Korea,
Hong  Kong,  China,  and Vietnam.  From 1993 to  1998,  Mr.  Jones
served  as  an advisor assisting Saigon Electronic & Manufacturing
Corporation in the development of the telecommunications  business
of  Saigon  Postel  in  Vietnam.  In 1998,  Mr.  Jones  served  as
Executive  Vice-President, Finance, for Harrison Digicom,  a  U.S.
public  company, overseeing the operations of subsidiaries  Airtel
in  the  U.S. and SGN ETMC in Vietnam.  Airtel and SGN  ETMC  were
engaged in telecommunication service development in Vietnam.   Mr.
Jones  was instrumental to negotiations that resulted in the raise
of  US$5  million  in  expansion capital from a  private  European
Financial  Consortium.  Mr. Jones also has been a  contributor  to
Vietnam Humanitarian causes, assisting with a Vietnam Humanitarian
Development  Corporation  setup  and  donating  three   forty-foot
containers of used hospital equipment to Vietnam.




PAGE-24-




Mr. Michael F. Browning, Secretary, Treasurer, and Director of the
Company,  has  thirty  years of experience in financial  analysis,
consulting, commercial real estate management, and marketing.  Mr.
Browning  dedicated  most of his career to  financial  feasibility
analysis,   contract  negotiations,  marketing,   financing,   and
development management for the real estate industry.  From 1987 to
1993,  Mr.  Browning served as Vice President  of  Development  at
Bentall  Development Co.  From 1993 to present, Mr.  Browning  has
been a partner with Uni-Med Realty Advisors.  Mr. Browning holds a
degree  in  Business  Administration from University  of  Arizona,
Tucson.

Mr.  Ly Hoang, Executive Vice-President Business Development,  VN,
has  developed  telecom business relationships  with  the  Vietnam
Government,  which include Vietnam Post and Telcom (VNPT),  Saigon
Post  and  Telcom  (SGNPT), and Vietel.  Mr.  Ly  holds  a  Master
Degree's   in  communication  with  specialization  in  television
systems and production.  Mr. Ly served as Chairman or Director  of
Harrison  Digicom  and  Airtel from  1997  to  1999.   Mr.  Ly  is
currently developing a high-tech complex in Ho Chi Minh city (HCMC-
SGN)   Vietnam  for  telecommunications  products,  services   and
marketing.

Mr.  Pat Lee, Vice President, USA/VN, received his Ph.D. from  the
School of Engineering at the University of California, Irvine,  in
1989 for integrated optics.  Dr. Lee's publications include papers
on   multi-channel  integrated  electro-optic  and   acousto-optic
devices  for  optical  signal processing and  communications.   In
1990,  Dr. Lee joined Meret Optical Communications, Inc. (an Amoco
Company), where he headed the Advanced Technology Group to develop
a high-speed optical transmitter using an integrated electro-optic
device  for application in telecommunication transmission systems.
Mr.  Lee  was  Vice-President, Director of  Harrison  Digicom  and
Airtel  from  1997 to 1999.  Currently he is a telecom  consulting
engineer to Viet PC, Vietnam.

Mr.  Chuong  Hoang,  Ph.D.,  Vice President  and  Chief  Operating
Officer  (CFO)  VN,  has  over 30 years  of  executive  level  and
engineering   experience  in  the  Vietnamese   telecommunications
industry,  especially  in data networking  and  Internet  business
applications.  Most recently, Dr. Hoang was the President and  CEO
of International Telcom Corporation.  From 1985 to 1995, Dr. Hoang
served  as a Vice President for Vietnam Data Communications  (VDC)
and  the  President of a VDC branch in South Vietnam.   Dr.  Hoang
joined  VIETPC Vietnam in June of 1997 as the General  Manager  of
Planning and served on the Board of Directors.  Dr. Hoang holds  a
Ph.D. in Engineering.

Ms.  Phi Nguyen, Vice President, Public Relations USA/VN, received
her  Bachelor's  of  Science in Electrical  Engineering  from  the
University of Southern California in 1984.  After that, Ms. Nguyen
joined  Hughes Aircraft Company, Radar Systems Group.  Ms.  Nguyen
is  a founder of Radecad Link, Inc.  She is currently involved  in
the coordination of several infrastructure development projects in
Vietnam.

Mr. Hein Nguyen, Ph.D., Vice President and Chief Financial Officer
(VN),  hold  a  Ph.D.  in Business Administration.   He  currently
teaches Stock Market and Banking in Ho Chi Mihn City.  He  is  the
author  of a book on the stock market in Vietnam.  He also  serves
as a consultant on the stock market to several VN licensed finance
firms, public companies and VietPc in Vietnam.

Mr.  Douglas  Owen, Director, has more than twenty years  of  real
estate   development   and   marketing   experience.    Previously
associated  with the Stearns Company and Bentall Development  Co.,
Mr.  Owen is currently President of Uni-Med Realty Advisors.   Mr.
Owen advised multiple clients, including Marriot Hotel Corporation
and  Bank  America,  on real estate matters.  Mr.  Owens  holds  a
degree   in  Business  Administration  and  Marketing   from   the
University of Utah.

Directors of the Company serve for a term of three years which has
been  renewed.  Except for Mr. Jones, the officers of the  Company
are  currently employed with other entities and businesses and may
currently  spend  up  to  10%  of  their  time  on  activities  in
furtherance of the Company's business plan.

B.   Family Relationships

None.




PAGE-25-




C.    Involvement on Certain Material Legal Proceedings During the
Last Five Years

No  director, officer, significant employee or consultant has been
convicted   in  a  criminal  proceeding,  exclusive   of   traffic
violations.    No  director,  officer,  significant  employee   or
consultant  has been permanently or temporarily enjoined,  barred,
suspended  or otherwise limited from involvement in  any  type  of
business, securities or banking activities.  No director,  officer
or  significant employee has been convicted of violating a federal
or state securities or commodities law.

Item 10. Executive Compensation.

A.   Remuneration of Directors, Executive Officers, and Significant Employees


                                    Annual Compensation
          (a)             (b)      (c)    (d)       (e)
  Name and Principal      Year   Salary  Bonus     Other
       Position                    ($)    ($)      Annual
                                                 Compensation ($)
----------------------  -------- ------  -----  -----------------
Allen Jones, President    2002      0      0         0
& CEO, Director           2001      0      0         0
                          2000      0      0         0

Michael F. Browning,      2002      0      0         0
Secretary & Treasurer,
Director                  2001      0      0         0
                          2000      0      0         0

Ly Hoang, Executive       2002      0      0         0
VP, Business
Development               2001      0      0         0
                          2000      0      0         0

Pat Lee, VP               2002      0      0         0
                          2001      0      0         0
                          2000      0      0         0

Chuong Hoang, Ph.D.,      2002      0      0         0
VP & COO                  2001      0      0         0
                          2000      0      0         0

Phi Nguyen, VP, Public    2002      0      0         0
Relations                 2001      0      0         0
                          2000      0      0         0

Hien Nguyen, Ph.D., VP    2002      0      0         0
& CFO                     2001      0      0         0
                          2000      0      0         0

Douglas Owen, Director    2002      0      0         0
                          2001      0      0         0
                          2000      0      0         0

As of the date of this Report, no salary has been paid to the Company's
officers and directors.  Officers and directors of the Company will not
receive  any  compensation until the Company becomes  profitable.   The
Board  of  Directors  will determine the amount of their  compensation,
which  will depend on the profitability of the Company. Mr. Jones,  the
President  and CEO of the Company is the only individual whose  primary
employment  is  with  the  Company.  He is  presently  financial  self-
sufficient so that he is in a position to forgo compensation  from  the
Company at this time.

In the future, the Board of Directors may set annual bonuses based
on profitability and performance of the Company.



PAGE-26-




B.   Employment Contracts

The  Company has no employment agreements with any of its officers
or directors.

Item  11.  Security  Ownership of Certain  Beneficial  Owners  and
Management.

A.     Security  Ownership  of  Certain  Beneficial   Owners   and
Management

The  following table sets forth certain information as of December
31,  2002, with respect to the beneficial ownership of the  Common
Stock  of  the  Company by (i) each director, (ii) each  executive
officer,  (iii)  the directors and officers of the  Company  as  a
group,  (iv)  and  each  person  known  by  the  Company  to   own
beneficially  more  than five percent (5%) of  the  Common  Stock.
Unless  otherwise  indicated,  the owners  have  sole  voting  and
investment power with respect to their respective shares.

Title of Class  Name of Beneficial Owner(1)   Number of   % of Class
                                              Shares
----------------------------------------------------------------------
Common Stock    Allen Jones, President,       2,200,000     51.77%
                Chief Executive Officer
                (CEO), and Director

Common Stock    Michael F. Browning,            800,000     18.83%
                Secretary, Treasurer, and
                Director
----------------------------------------------------------------------
Common Stock    Officers and Directors        3,000,000     70.60%
                as a Group

Footnotes:

(1).    The address of officers and directors in the table is  c/o
  USA Telcom Internationale, 6655 W. Sahara, Suite 200, Las Vegas,
  NV 89146 .

B.Change in Control

The  Articles  of  Incorporation of  the  Company  impose  certain
restrictions on the ability (a) to remove directors, (b)  to  call
special  meetings,  and  (c)  to  act  by  written  consent.    In
particular,

*     Any  director may be removed from office only for cause  and
  only by the affirmative majority vote of the shareholders.

*    Special meeting may not be called by any person other than by
  a  majority of the Board of Directors or by the Chairman of  the
  Board or the President.

*     Any action by written consent must have prior approval by  a
  majority of the Directors.

These  restrictions  may  delay, defer, or  prevent  a  change  in
control of the Company.

Item 12. Certain Relationships and Related Transactions.

During  the  year  ended  December 31, 2001,  the  Company  loaned
$30,667 to Allen Jones, an officer and director, at an interest of
6%  per  annum.   During the year ended December 31,  2002,  Allen
Jones  paid  back the entire balance of principal of  $30,667  and
accrued interest of $1,246.

Office  space  and services are provided without charge  by  Allen
Jones, an officer and director.




PAGE-27-




Item 13. Exhibits and Reports on Form 8-K.

(a)  Exhibits required by Item 601 of Regulation S-B

Exhibit           Name and/or Identification of Exhibit
 Number
-------------------------------------------------------------------------
   3     Articles of Incorporation & By-Laws
             a.   Articles of Incorporation of the Company filed
               November 5, 1998 and Amendments Thereto, previously
               filed with the SEC on July 11, 2002 as exhibits to the
               Registration Statement on form 10-SB, as amended.
             b.   By-Laws of the Company adopted November 5, 1998,
               previously filed with the SEC on July 11, 2002 as an
               exhibit to the Registration Statement on form 10-SB, as
               amended.

  99.    Additional Exhibits
         Certification Pursuant to Title 18, United States Code,
         Section 1350, as Adopted Pursuant to Section 906 Of The
         Sarbanes-Oxley Act Of 2002.

(b) Reports on Form 8-K

USA  Telcom filed no Current Reports on Form 8-K during  the  last
quarter of the fiscal year ended December 31, 2002.

Item 14. Controls and Procedures.

Based  on  their  most recent review, which was  completed  within
ninety  days  of  the filing of this report, the  Company's  Chief
Executive  Officer and Principal Financial Officer have  concluded
that   the  Company's  disclosure  controls  and  procedures   are
effective  to ensure that information required to be disclosed  by
the  Company  in  the  reports  it  files  or  submits  under  the
Securities  Exchange Act of 1934, as amended, is  accumulated  and
communicated  to  the  Company's management, including  its  Chief
Executive  Officer and Principal Financial Officer, as appropriate
to  allow timely decisions regarding required disclosure  and  are
effective  to ensure that such information is recorded, processed,
summarized and reported within the time periods specified  in  the
Securities and Exchange Commission's rules and forms.  There  were
no  significant changes in the Company's internal controls  or  in
other  factors  that  could significantly  affect  those  controls
subsequent to the date of their evaluation.











PAGE-28-




                            SIGNATURES

In  accordance with Section 13 or 15(d) of the Exchange  Act,  the
registrant  caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.


                    USA Telcom Internationale
                 ---------------------------------
                          (Registrant)

              By: /s/ Allen Jones, President & CEO
                  ---------------
                         April 15, 2003

In  accordance with the Exchange Act, this report has been  signed
below by the following persons on behalf of the registrant and  in
the capacities and on the dates indicated.

     Signature               Title                  Date
   -------------          ----------             ----------

  /s/ Allen Jones       President & CEO,       April 15, 2003
  ---------------          Director
    Allen Jones

  /s/ Allen Jones     Principal Financial      April 15, 2003
  ---------------           Officer,
    Allen Jones           Secretary &
                           Treasurer
























PAGE-29-




     Certification pursuant to the Sarbanes-Oxley Act of 2002

I, Allen Jones, President & CEO of USA Telcom Internationale,
certify that:

1.    This  annual report fully complies with the requirements  of
    Section 13 or 15(d) of the Securities Exchange Act of 1934 and
    that  the  information contained in this annual report  fairly
    presents, in all material respects, the financial condition and
    results of operations of the registrant;

2.    I  have  reviewed this annual report on Form 10-KSB  of  USA
    Telcom Internationale;

3.    Based  on my knowledge, this annual report does not  contain
    any  untrue  statement of a material fact or omit to  state  a
    material fact necessary to make the statements made, in light of
    the  circumstances under which such statements were made,  not
    misleading  with respect to the period covered by this  annual
    report;

4.    Based  on my knowledge, the financial statements, and  other
    financial  information included in this annual report,  fairly
    present in all material respects the financial condition, results
    of operations and cash flows of the registrant as of, and for, the
    periods presented in this annual report;

5.    I am responsible for establishing and maintaining disclosure
    controls and procedures (as defined in Exchange Act Rules 13a-14
    and 15d-14) for the registrant and I have:
    a)   designed such disclosure controls and procedures to ensure
      that material information relating to the registrant, including
      its consolidated subsidiaries, is made known to me by others
      within those entities, particularly during the period in which
      this annual report is being prepared;
    b)   evaluated the effectiveness of the registrant's disclosure
      controls and procedures as of a date within 90 days prior to the
      filing date of this annual report ("Evaluation Date"); and
    c)   presented in this annual report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      my evaluation as of the Evaluation Date;

6.    I have disclosed, based on my most recent evaluation, to the
    registrant's auditors and the audit committee of the registrant's
    board  of  directors  [or  persons performing  the  equivalent
    function]:
    a)   all significant deficiencies in the design or operation of
      internal controls which could adversely affect the registrant's
      ability to record, process, summarize and report financial data
      and have identified for the registrant's auditors any material
      weaknesses in internal controls; and
    b)   any fraud, whether or not material, that involves management
      or other employees who have a significant role in the registrant's
      internal controls; and

7.    I  have indicated in this annual report whether or not there
    were significant changes in internal controls or in other factors
    that could significantly affect internal controls subsequent to my
    most  recent evaluation, including any corrective actions with
    regard to significant deficiencies and material weaknesses.

Date:     April 15, 2003

By:  /s/ Allen Jones
    ------------------
Allen Jones
President & Chief Executive Officer, Principal Financial Officer




-PAGE-