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

                           Form 10-KSB

[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

      For the Fiscal Year Ended December 31, 2003

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

    For the Transition Period from __________ to ________________

Commission File Number 000-49672


                   USA TELCOM INTERNATIONALE
               ----------------------------------
         (Name of small business issuer in its charter)

            Nevada                           88-0408213
       ----------------                   -----------------
(State or other jurisdiction of    (I.R.S. employer identification
incorporation or organization)                 number)

  2620 S. Maryland Parkway, Suite 14
       Las Vegas, Nevada                        89109
 ------------------------------------         --------
   (Address of principal executive            (Zip code)
             offices)

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

Securities Registered Pursuant to Section 12(b) of the Act: NONE

   Title of each class     Name of each exchange on which registered

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

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


Securities Registered Pursuant to Section 12(g) of the Act:

                             COMMON
                          ------------
                        (Title of class)

                          ------------
                        (Title of class)




                               -1-




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.  [X] Yes [ ] No

Check  if there is no 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.  [ ]

The issuer's revenue for its most recent fiscal year was $0.

The  Company's  common  stock is listed on  the  Over-the-Counter
Bulletin  Board  under  the  stock  ticker  symbol  "USTC."   The
aggregate market value of the voting and non-voting common equity
held by non-affiliates as of March 18, 2004 was $112,500.

The  number of shares outstanding of each of the issuer's classes
of common equity, as of December 31, 2003 was 4,250,000.

               DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly
describe  them  and identify the part of the Form  10-KSB  (e.g.,
Part  I,  Part II, etc.) into which the document is incorporated:
(1)  any  annual  report to security holders; (2)  any  proxy  or
information  statement; and (3) any prospectus filed pursuant  to
Rule  424(b)  or  (c) of the Securities Act of 1933  ("Securities
Act").   The  listed  documents should be clearly  described  for
identification purposes (e.g., annual report to security  holders
for fiscal year ended December 24, 1990).

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]


PART I                                                                     3

 ITEM 1.  BUSINESS.                                                        3

 ITEM 2.  DESCRIPTION OF PROPERTY                                          7

 ITEM 3.  LEGAL PROCEEDINGS                                                7

 ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS              7

PART II                                                                    7

 ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS         7

 ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION        9

 ITEM 7.  FINANCIAL STATEMENTS                                            10

 ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE                             23

PART III                                                                  23

 ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
          COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT               23

 ITEM 10.  EXECUTIVE COMPENSATION                                         24

 ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS  25

 ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                 25

 ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K                               26

 ITEM 14.  CONTROLS AND PROCEDURES                                        26

SIGNATURES                                                                27




                               -2-




                   FORWARD LOOKING STATEMENTS

     This Annual Report contains forward-looking statements about
our  business, financial condition and prospects that reflect our
management's   assumptions  and  beliefs  based  on   information
currently  available.   We  can  give  no  assurance   that   the
expectations indicated by such forward-looking statements will be
realized.   If any of our assumptions should prove incorrect,  or
if   any   of   the  risks  and  uncertainties  underlying   such
expectations should materialize, USTC's actual results may differ
materially   from   those   indicated  by   the   forward-looking
statements.

     The key factors that are not within our control and that may
have  a direct bearing on operating results include, but are  not
limited to, acceptance of our services, our ability to expand its
customer  base,  managements' ability to  raise  capital  in  the
future,  the  retention  of  key employees  and  changes  in  the
regulation of our industry.

     There  may  be other risks and circumstances that management
may  be unable to predict.  When used in this Report, words  such
as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"
"estimates" and similar expressions are intended to identify  and
qualify forward-looking statements, although there may be certain
forward-looking statements not accompanied by such expressions.

                             PART I

ITEM 1.  BUSINESS.

Business Development

     We  were 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.  Our Articles  of  Incorporation
authorized the issuance of 25,000,000 shares of $0.001 par  value
Common  Stock and no shares of Preferred Stock.  As of April  11,
2003,  we  had  approximately 4,250,000 shares  of  Common  Stock
issued  and outstanding held by approximately 25 shareholders  of
record.

     Our primary business objective is to establish ourselves  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 our President and  CEO  Mr.
Allen  Jones  in  Vietnam.  The focus is  on  general  trade  and
commerce with Vietnam.  We expect 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, we have been engaged in providing
these  intermediary  services and have  successfully  consummated
several  transactions.   We further seek  to  promote  economics,
trade  and  investment  activities between  Vietnam  and  foreign
organizations.

     Mr.  Jones  has  been  personally involved  in  business  in
Vietnam  since  1993.   During that time,  Mr.  Jones  has  built
business  contacts  with 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 20  separate  occasions
directly  related to our efforts in developing new  contacts  and
additional business.

     At  the  present  time,  we act 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.

     We  do not acquire and resell goods, rather, it functions in
an  agency capacity.  We participate in a bidding process for the
purchase  of  goods  by  Vietnamese  governmental  agencies   and
associated  entities and seek to extend our  business  so  as  to
provide   similar  services  to  private  enterprises  throughout
Vietnam.   Once  we are awarded a purchase contract,  we  act  on
behalf  of  Vietnamese purchasers in the United States to  locate
negotiate  the purchase of requested goods.  We generate  revenue
in  the  form  of finder fees or sales commissions based  upon  a
percentage  of  the overall procurement order.  On  occasion  our
services are provided on the basis of a flat consulting fee.




                               -3-




     USA  Telcom has commenced revenue-producing operations.   In
the  year  ended December 31, 2003, we generated  net  income  of
$19,029  as  a result of realizing other income of $126,850.   We
generated  revenues  of  $134,664,  for  the  fiscal  year  ended
December 31, 2002, resulting in net income of $89,711.

     We  maintain  our  corporate  office  at  2620  S.  Maryland
Parkway,  Suite 14, Las Vegas, NV 89107, (Telephone:  (702)  524-
4149).  We also maintain an office at 1601 Dove Street Suite 205,
Newport   Beach   California,  92660   (Telephone:   (949)   955-
2971/Facsimile: (949) 955-2973).
Business of Issuer

Principal Products and Principal Markets

     We  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.   We have targeted the country of  Vietnam  as  our
primary market.  We have developed marketing contacts with local,
indigenous  consulting  firms  and  informal  relationships  with
officials  representing various Vietnamese government ministries.
Through  such contacts, we participate 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.   We
employ our knowledge of the market to identify suitable suppliers
for a particular bid.  Then we obtain information about available
trade  terms  from  the  target supplier  and  submit  a  bid  on
supplier's  behalf on a competitive basis.  Once we have  secured
an  agreement to procure goods on behalf of purchasers, we act 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  our  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.

     We  do not currently acquire, manufacture or ship any goods.
We  simply  act  as  an agent in commercial transactions  between
Vietnamese  purchasers  and U.S. manufacturers.   The  Vietnamese
purchaser  contracts with us to procure specific U.S. goods.   We
then  identify  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.  Our customers
are  typically responsible for all customs, clearance procedures,
and  duties and/or taxation of all goods delivered to and  within
Vietnam.

     We have 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.   We  likewise  seek  similar relationships  with  private
enterprises.    While  initial  transactions   involved   certain
security equipment sought by police enforcement agencies, we have
not  opted  to  specialize in any given set or sector  of  goods.
Rather,  we  identify  a demand for certain  goods  and  seek  to
provide  such  goods  in  an optimal and expeditious  fashion  on
behalf of our customers.

     We  have  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.
Distribution Methods of Our Products




                               -4-




     We  do not acquire, manufacture or distribute any goods.  We
act  as  an  agent in commercial transactions between  Vietnamese
purchasers  and  U.S.  manufacturers.  The  Vietnamese  purchaser
contracts  with  us  to procure specific  U.S.  goods.   We  then
identify  potential suppliers or manufacturers of  the  specified
goods and facilitate 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.  Our customers
are  typically responsible for all customs, clearance procedures,
and  duties and/or taxation of all goods delivered to and  within
Vietnam.

Competitive  Business  Conditions and  the  Issuer's  Competitive
Position

     We  are an intermediary service provider assisting customers
in  procuring  consumer and industrial goods from  overseas.   We
face  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  we  do.
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.  We  endeavor  to
secure similar rights as an agent working on behalf of purchasers
and   likewise  anticipate  securing  distributions  rights  from
manufacturers  and  suppliers  of  goods  produced  or  otherwise
originating  in  the  United States.   However,  the  substantial
competition faced by us grows significantly as Vietnam  continues
to grow its economy and demand for international goods increases.
This  may  have  a significant impact on our ability  to  compete
effectively   and   derive   revenue.    Notwithstanding    these
uncertainties,  we  believe  that  our  efforts  in  establishing
relationships  in  the  public and private  sector  of  Vietnam's
growing economy will enhance our 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.

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.

Effect of Existing or Probable Government 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.




                               -5-




     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.

Employees

     We do not have any employees.  Instead, we presently rely on
the  efforts of our President, Allen Jones.  We believe that  our
operations are currently on a small scale that is manageable by a
one individual.  We believe that the addition of employees is not
required over the next 12 months.

Reports to Security Holders

Annual Reports

     We  intend 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.

Periodic Reports with the SEC

     As  of  the  date of this annual report, we have  filed  all
necessary periodic reports with the SEC, as required by  law  and
regulations applicable to fully reporting companies.

Availability of Filings

     You may read and copy any materials we file with the SEC  at
the  SEC's  Public  Reference Room at  450  Fifth  Street,  N.W.,
Washington,  D.C.  20549.   You 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.

Risk Factors

We may not be able to compete against our larger competitors.

     We compete for business opportunities with trading companies
of various sizes and, as the Vietnamese economy is opening up for
foreign  trade,  we  expect competition to  increase.   Increased
competition may result in fewer opportunities and higher costs of
growth.   Significantly  all  of  our  competitors  have  greater
financial, distribution, marketing and other resources  and  have
achieved  greater brand recognition than we have.  As  a  result,
some of these competitors may be able to devote greater resources
to  marketing and promotional activities or adopt more aggressive
pricing  policies than we may be able to.  Increased  competition
in this manner may result in reduced operating margins or loss of
market share.

Economic sanctions imposed on Vietnam by the United States  could
restrict  our  access  to technology and  limit  its  ability  to
conduct business.

     Regional conflicts in Southeast Asia could adversely  affect
the   Vietnamese  economy  and  cause  our  business  to  suffer.
Southeast  Asia  has from time to time experienced  instances  of
civil unrest and hostilities among neighboring countries.  Events
of  this  nature  in  the future could influence  the  Vietnamese
economy  and could have a material adverse effect on  the  market
for  our  services.   The government of Vietnam  may  change  its
regulation  of our business.  Any such change could decrease  our
revenues and/or increase our costs, which would adversely  affect
our operating results.




                               -6-




Our  management is involved with other business activities, which
could reduce the time they allocate to our operations.

     Our  operations  depend  substantially  on  the  skills  and
experience  of  Mr.  Allen Jones, our President.   Mr.  Jones  is
involved  in  other business activities and may, in  the  future,
become  involved in other business opportunities.  If a  specific
business  opportunity becomes available, one  or  more  of  these
individuals may face a conflict in selecting between USTC and his
other  business interests.  We have not formulated a  policy  for
the resolution of such conflicts.

Certain  Nevada  corporation  law  provisions  could  prevent   a
potential takeover, which could adversely affect the market price
of our common stock.

     We  are  incorporated  in  the  State  of  Nevada.   Certain
provisions  of Nevada corporation law could adversely affect  the
market price of our common stock.  Because Nevada corporation law
requires  board approval of a transaction involving a  change  in
our  control, it would be more difficult for someone  to  acquire
control  of  us.   Nevada  corporate law also  discourages  proxy
contests  making it more difficult for you and other shareholders
to  elect  directors  other  than  the  candidate  or  candidates
nominated   by   our  board  of  directors.   Our   articles   of
incorporation and by-laws contain no similar provisions.

ITEM 2.  DESCRIPTION OF PROPERTY

Description of Property

     The   Company's  principal offices are located  at  2620  S.
Maryland  Parkway,  Suite 14, Las Vegas,  NV  89107.   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 205, 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
former Secretary  and  Treasurer,  Mr. Browning, who rents  the
space.

     The   Company  also uses a temporary office  in  Vietnam  at
2Huynh  Huu Bac W4 Tan Binh, HCMC.   This office  is  part  of  a
family  residence of USA Telcom's  president. The  size  of   the
office  space is approximately 400 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.

Investment Policies

     Our  management  does not currently have policies  regarding
the  acquisition  or  sale of real estate  assets  primarily  for
possible  capital  gain  or primarily  for  income.   We  do  not
presently  hold  any  investments or interests  in  real  estate,
investments  in  real  estate  mortgages  or  securities  of   or
interests in persons primarily engaged in real estate activities.

ITEM 3.  LEGAL PROCEEDINGS

     We  are not currently involved in any legal proceedings  nor
do we have knowledge of any threatened litigation.

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

     We did not hold a shareholders meeting in 2003, thus there
was no vote of securities holders in 2003.




                               -7-




                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market information

     The  Company's common stock is currently traded on the Over-
the-Counter Bulletin Board under the stock ticker symbol  "USTC."
The  following table sets forth the monthly high and  low  prices
for  the  Company's common stock on the OTCBB(R) for each quarter
of the last two fiscal years:

        Quarter Ended         High        Low
    ---------------------------------------------
     December 31, 2003       $0.25       $0.05
     September 30, 2003      $0.15       $0.05
     June 30, 2003           $0.20       $0.15
     March 31, 2003          $0.25       $0.15

     December 31, 2002       $0.25       $0.25

     OTCBB(R)  quotations of the Company's Common  Stock  reflect
inter-dealer  prices,  without  retail  mark-ups,  markdowns   or
commissions,   and   may   not   necessarily   represent   actual
transactions.

Holders

     As of March 15, 2004, USA Telcom had approximately 4,250,000
shares  of  $0.001 par value common stock issued and  outstanding
held  by  approximately 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

     We  have  never declared or paid any cash dividends  on  our
common  stock.  For the foreseeable future, we intend  to  retain
any  earnings  to  finance the development and expansion  of  our
business,  and we do 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 our 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, we issued 600,000 shares of its  $.001
par  value  Common  Stock to our 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 our Common Stock.

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

     On  December  10, 2000, we issued 1,800,000  shares  of  its
$.001  par  value Common Stock to our president as  follows:  USA
Telcom  issued  to  Allen Jones 1,800,000 shares  of  the  Common
Stock.

     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.

     In  connection  with the offering pursuant to Regulation  D,
Rule   504,  USA  Telcom  issued  125,000  warrants  to   NevWest
Securities  Corporation to purchase our $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.

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




                               -8-




Securities Authorized for Issuance Under Equity Compensation Plans

     The following table provides the following information as of
December  31,  2003,  for  equity compensation  plans  previously
approved  by  security holders, as well as those  not  previously
approved by security holders:

       1.   The number of securities to be issued upon the exercise of
            outstanding options, warrants and rights;
       2.   The weighted-average exercise price of the outstanding
            options, warrants and rights; and
       3.   Other than securities to be issued upon the exercise of the
            outstanding options, warrants and rights, the number of
            securities remaining available for future issuance under the
            plan.

      Plan Category             Number of     Weighted    Number of
                                Securities    average     securities
                                  to be       exercise    remaining
                               issued upon    price of    available
                               exercise of  outstanding   for future
                               outstanding    options,     issuance
                                 options,     warrants
                                 warrants    and rights
                                and rights
                                   (a)          (b)          (c)
----------------------------------------------------------------------
Equity compensation plans           -            -            -
approved by security holders

Equity compensation plans           -            -            -
not approved by security
holders

Total                               -            -            -


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Forward Looking Statements

     Some  of  the statements contained in this Form 10-KSB  that
are  not historical facts are "forward-looking statements"  which
can  be identified by the use of terminology such as "estimates,"
"projects,"   "plans,"   "believes,"  "expects,"   "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties.  We urge you to
be   cautious  of  the  forward-looking  statements,  that   such
statements, which are contained in this Form 10-KSB, reflect  our
current  beliefs with respect to future events and involve  known
and  unknown risks, uncertainties and other factors affecting our
operations,  market growth, services, products and licenses.   No
assurances  can  be  given regarding the  achievement  of  future
results,  as actual results may differ materially as a result  of
the  risks  we  face,  and  actual events  may  differ  from  the
assumptions  underlying  the  statements  that  have  been   made
regarding  anticipated  events.  Factors that  may  cause  actual
results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking
statements include without limitation:

     1.   Our ability to maintain, attract and integrate internal
       management, technical information and management information
       systems;

     2.   Our ability to generate customer demand for our products;

     3.   The intensity of competition; and

     4.   General economic conditions.

     All  written  and  oral forward-looking statements  made  in
connection with this Form 10-KSB that are attributable to  us  or
persons  acting  on our behalf are expressly qualified  in  their
entirety by these cautionary statements.  Given the uncertainties
that  surround such statements, you are cautioned  not  to  place
undue reliance on such forward-looking statements.




                               -9-




Twelve  Months  Ended December 31, 2003 Compared  to  the  Twelve
Months Ended December 31, 2002

     In  the  twelve months ended December 31, 2003, we generated
no  revenues  compared to approximately $134,664  in  the  twelve
months ended December 31, 2002.  The total operating expenses for
the  twelve  months  ended December 31, 2003  were  approximately
$103,159  as  compared to approximately $46,922  for  the  twelve
months  ended December 31, 2002.  The increase resulted primarily
from an increase in administrative expenses and the cost of being
a   public  reporting  company.   Such  expenses  include  legal,
accounting, consulting and filing fees.

     We  also  generated $128,150 in interest income  during  the
year ended December 31, 2003, compared to $3,381 in the year  ago
period.   In  January  2003,  we  executed  an  irrevocable  loan
agreement  in  the  amount of $300,000 to be  due  on  or  before
December 31, 2003.  This note receivable was not satisfied by the
due  date  and the principal balance of $171,850 has  since  been
extended  to March 31, 2006 at an interest rate of 6% per  annum.
The  accrued interest amount of $125,150 was extended to December
15, 2004.

     In  the  twelve months ended December 31, 2003, USA Telcom's
operations  resulted  in net income of approximately  $19,029  as
compared  to net income of approximately $89,711 for  the  twelve
months ended December 31, 2002.

Liquidity and Capital Resources

     At  December 31, 2003, USA Telcom had current assets of $615
consisting   of  cash  in  the  amount  of  $115  and  marketable
securities of $500.  At December 31, 2003, USA Telcom had current
assets  of $178,354, consisting of $176,354 in cash and  $500  in
marketable  securities.   The decrease in  cash  is  attributable
primarily  to the issuance of a note receivable in the  aggregate
of $300,000, which consists of $171,850 in principal and $125,150
in accrued interest.

     We  do not believe that our current assets are sufficient to
continue  operations for the next 12 months.  Our  president  has
verbally committed to provide us with capital to sustain  limited
operations.  However, there can be no assurance that we  will  be
able  to enforce such verbal agreement or that our president will
continue  to  be able to provide us with ongoing  financing.   We
will  be forced to seek additional sources of funds through sales
of  equity  or debt securities.  We cannot assure you  that  such
financing  will  be  available,  or  if  available,  will  be  on
satisfactory  terms.   If  we  are unable  to  obtain  sufficient
financing, we will be forced to cease our operations.
Revenue and Cost Recognition

     We  recognize revenue on an accrual basis as we invoice  for
finder's  fees  and  consulting  services.   We  only  recognizes
revenue  as  goods  are  shipped from a third-party  vendor,  and
contractual  terms are fulfilled.  We do not acquire  and  resell
the goods.  The goods are sold and shipped directly from a third-
party  vendor and we receive a finder's fee from the transaction.
No shipping or other costs of goods are recorded on our financial
statements as of December 31, 2003.

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

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

ITEM 7.  FINANCIAL STATEMENTS

     The following documents (pages F-1 to F-8) form part of the
report on the Financial Statements

                                                          PAGE

Independent Auditor's Report                              F-1
Balance Sheets                                            F-2
Statements of Operations                                  F-3
Statement of Stockholders' Equity                         F-4
Statements of Cash Flows                                  F-5
Footnotes                                                 F-6





                               -10-













                    USA TELCOM INTERNATIONALE
                     (A Nevada Corporation)

                         Balance Sheets
                              as of
                   December 31, 2003 and 2002

                               and

                    Statements of Operations,
                    Stockholders' Equity, and
                           Cash Flows
                       for the years ended
                   December 31, 2003 and 2002




















                               -11-






                        TABLE OF CONTENTS




                                                           PAGE

Independent Auditors' Report                                1

Balance Sheets                                              2

Statements of Operations                                    3

Statement of Stockholders' Equity                           4

Statements of Cash Flows                                    5

Footnotes                                                   6





















                               -12-




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
Las Vegas, NV

We have audited the Balance Sheets of USA Telcom Internationale
(A Nevada Corporation), (the "Company"), as of December 31,
2003 and 2002, and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the years then ended.
These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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, 2003  and
2002,  and the results of its operations and cash flows  for  the
years   then   ended,  in  conformity  with  generally   accepted
accounting principles in the United States of America.


/s/ Beckstead and Watts, LLP

March 16, 2004



                               -13- F-1





                 USA TELCOM INTERNATIONALE
                     (A Nevada Corporation)
                         Balance Sheets

                                                                 December 31,
                                                               2003       2002
                                                            ------------------
Assets

Current assets:
  Cash and equivalents                                          $115  $176,354
  Marketable securities                                          500       500
                                                            ------------------
    Total current assets                                         615   176,854
                                                            ------------------

Fixed assets, net                                                569       741

Note receivable                                              300,000         -

Other assets                                                       -     5,000
                                                            ------------------
                                                            $301,184  $182,595
                                                            ==================
Liabilities and Stockholders' Equity

Current liabilities:
  Accrued and other liabilities                             $ 15,508        $-
  Loan payable to shareholder                                 84,052         -
                                                            ------------------
    Total current liabilities                                 99,560         -
                                                            ------------------

Stockholders' equity:
  Common stock, $0.001 par value, 25,000,000 shares
   authorized, 4,250,000 shares issued and
   outstanding as of 12/31/03 and 12/31/02                     4,250     4,250
Additional paid in capital                                   174,743   174,743
Retained earnings                                             22,631     3,602
                                                            ------------------
                                                             201,624   182,595
                                                            ------------------

                                                            $301,184  $182,595
                                                            ==================



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






                               -14- F-2





                 USA TELCOM INTERNATIONALE
                     (A Nevada Corporation)
                    Statements of Operations

                                                         For the years ended
                                                            December 31,
                                                          2003        2002
                                                        ---------------------

Revenue                                                       $-    $134,664
                                                        ---------------------
Expenses:
 General & administrative expenses                       102,987      45,326
 Depreciation                                                172       1,596
                                                        ---------------------
  Total expenses                                         103,159      46,922
                                                        ---------------------

Other income (expense):
 Interest income                                         128,150       3,381
 Other (expense)                                          (1,300)          -
 (Loss) on the sale of fixed assets                            -      (1,412)
                                                        ---------------------
  Total other income (expense)                           126,850       1,969
                                                        ---------------------

Income before provision for taxes                         23,691      89,711

  Provision for income taxes                              (4,662)          -
                                                        ---------------------
Net income                                               $19,029     $89,711
                                                        =====================
Weighted average number of
 common shares outstanding - basic and fully diluted   4,250,000   4,250,000
                                                        =====================

Net (loss) per share - basic and fully
 diluted                                                   $0.00       $0.02
                                                        =====================




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





                               -15- F-3





                 USA TELCOM INTERNATIONALE
                     (A Nevada Corporation)
               Statement of Stockholders' Equity

<TABLE>
<CAPTION>

                                                       Additional  Retained     Total
                                      Common Stock     Paid-in     Earnings     Stockholers'
                                     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

Net (loss) for the year ended
  December 31, 2003                                                  19,029      19,029
                               --------------------------------------------------------------

Balance, December 31, 2003      4,250,000    $4,250   $174,743      $22,631    $201,624
                               ==============================================================

</TABLE>



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






                               -16- F-4





                 USA TELCOM INTERNATIONALE
                     (A Nevada Corporation)
                    Statements of Cash Flows

                                                   For the years ended
                                                       December 31,
                                                     2003         2002
                                                   ----------------------

Cash flows from operating activities
Net income                                          $19,029      $89,711
Depreciation                                            172        1,596
(Loss) on the sale of fixed assets                        -        1,412
Proceeds from the sale of fixed assets                    -       11,450
Adjustments to reconcile net income to
  cash provided (used) by operating activities:
   Decrease in accounts receivable                        -        7,500
   (Increase) in note receivable                   (300,000)           -
   Decrease in interest receivable - shareholder          -          871
   Decrease in other assets                           5,000            -
   Increase in accrued and other liabilities         15,508            -
                                                   ----------------------
Net cash provided (used) by operating activities   (260,291)     112,540
                                                   ----------------------

Cash flows from investing activities
  Purchase of fixed assets                                -      (14,717)
  Increase in investments                                 -         (500)
                                                   ----------------------
Net cash (used) by investing activities                   -      (15,217)
                                                   ----------------------
Cash flows from financing activities
  Donated capital                                         -            -
  Shareholder loans receivable                            -       30,667
  Shareholder loan payable                           84,052            -
                                                   ----------------------
Net cash provided by financing activities            84,052       30,667
                                                   ----------------------

Net increase (decrease) in cash                    (176,239)     127,990
Cash - beginning                                    176,354       48,364
                                                   ----------------------
Cash - ending                                          $115     $176,354
                                                   ======================

Supplemental disclosures:
  Interest paid                                          $-           $-
                                                   ======================
  Income taxes paid                                      $-           $-
                                                   ======================




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





                               -17- F-5




                    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.

Fixed assets
Fixed  assets are recorded at cost.  Minor additions and renewals
are  expensed in the year incurred.  Major additions and renewals
are  capitalized  and  depreciated over  their  estimated  useful
lives.  Depreciation is calculated using the straight-line method
over the estimated useful lives as follows:

               Office equipment                   5 years
               Vehicles                      3 to 5 years

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 per share
Basic earning per share is computed by dividing the net income 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  for the years ended December 31, 2003 and  2002.   The
fully   diluted   weighted  average  number  of   common   shares
outstanding was 4,375,000 for the years ended December  31,  2003
and  2002.   The  computation  for  earnings  per  common  share,
assuming  dilution,  for the year ended December  31,  2003,  was
antidilutive,   and  therefore  is  not  included.    Outstanding
warrants as of December 31, 2003 and 2002 totaled 125,000.





                               -18- F-6




                    USA Telcom Internationale
                     (a Nevada Corporation)
                              Notes




Advertising Costs
The Company expenses all costs of advertising as incurred.  There
were $0 and $58 in advertising costs included in selling, general
and administrative expenses in 2003 and 2002, respectively.

Concentration of Credit Risk
Financial instruments, which subject the Company to credit  risk,
consist primarily of trade accounts receivable. Concentration  of
credit  risk  with  respect  to  trade  accounts  receivable  are
generally  diversified  due  to  the  large  number  of  entities
comprising  the  Company's  customer base  and  their  geographic
dispersion.  The Company performs ongoing credit  evaluations  of
its  customers  and maintains an allowance for  potential  credit
losses

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, 2003 and 2002.   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, 2003 and 2002.

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.


                               -19- F-7




                    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  and  the  Company
believes that the adoption of such interpretation will not have a
material   impact  on  its  financial  position  or  results   of
operations.

In  May  2003,  the  FASB issued SFAS No.  150,  "Accounting  for
Certain  Financial  Instruments  with  Characteristics  of   Both
Liabilities  and Equity." SFAS No. 150 changes the classification
in   the  statement  of  financial  position  of  certain  common
financial   instruments   from   either   equity   or   mezzanine
presentation  to  liabilities and requires  an  issuer  of  those
financial  statements  to  recognize changes  in  fair  value  or
redemption  amount, as applicable, in earnings. SFAS No.  150  is
effective  for  financial instruments entered  into  or  modified
after  May 31, 2003, and with one exception, is effective at  the
beginning  of the first interim period beginning after  June  15,
2003. The effect of adopting SFAS No. 150 will be recognized as a
cumulative effect of an accounting change as of the beginning  of
the  period  of  adoption. Restatement of prior  periods  is  not
permitted. SFAS No. 150 did not have any impact on the  Company's
financial position or results of operations.

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




                               -20- F-8




                    USA Telcom Internationale
                     (a Nevada Corporation)
                              Notes


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.

The Company recorded a provision for income taxes of $4,662 and
$0 for the years ended December 31, 2003 and 2002, respectively.

Note 3 - Note receivable

On  January  1,  2003, the Company executed an  irrevocable  loan
agreement in which the borrower agrees to pay the total loan  sum
of  $300,000 on or before December 30, 2003. This amount includes
the  principle  of  $171,850,  and associated  points,  fees  and
interest.   During the year ended December 31, 2003, the  Company
recorded interest income totaling $128,150.

Note 4 - Fixed assets

During  the  year ended December 31, 2002, the Company  purchased
equipment  in the amount of $857 and a vehicle for $13,860.   The
vehicle was sold and the Company received $10,950 and recorded  a
loss  on the sale of fixed assets in the amount of $1,415.  There
were  no purchases or sales of fixed assets during the year ended
December 31, 2003.

Depreciation expense totaled $172 and $1,596 for the years  ended
December 31, 2003 and 2002, respectively.

Note 5 - Stockholders' 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.




                               -21- F-9




                    USA Telcom Internationale
                     (a Nevada Corporation)
                              Notes




Note 6 - 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
years  ended  December 31, 2003 and 2002, 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 7 - Related party transactions

During  the  year ended December 31, 2003, a shareholder  of  the
Company  loaned  the Company $84,052.  The note  is  non-interest
bearing and due on demand.

During  the year ended December 31, 2003, the president  and  CEO
was paid $10,000 in executive compensation.

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.  A director of the Company is 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.

Note 8 - Mergers and acquisitions

On  November  5,  2003, the Company signed an  agreement  with  a
private  company  to commence negotiations regarding  a  possible
reverse merger with the Company.  In 2004, both parties agreed to
cancel all agreements regarding the reverse merger.

Note 9 - Subsequent events

On January 5, 2004, the Company has extended the note receivable.
The  principle amount of $171,850 will be extended to  March  31,
2006  at  an interest rate of 6% per annum.  The accrued interest
amount of $128,150 was extended to December 15, 2004.





                               -22- F-10






ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

     None--Not Applicable

                            PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

     The  following  table  sets forth certain  information  with
respect to each of our executive officers or directors.

   NAME                POSITION
--------------------------------------------------
Allen Jones       President, CEO and Director

Douglas Owen      Director

Footnotes:

  (1)   Directors hold office until the next annual stockholders'
     meeting to be held in 2004 or until a successor or successors are
     elected and appointed.

Directors, Executive Officers and Significant Employees

     Set forth below are summary descriptions containing the name
of  our  directors and officers, all positions and  offices  held
with  us,  the  period during which such officer or director  has
served  as  such, and the business and educational experience  of
each during at least the last five years:

     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.

     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.

Board Committees

     We  currently have no compensation committee or other  board
committee   performing  equivalent  functions.   Currently,   all
members  of  our  board of directors participate  in  discussions
concerning executive officer compensation.





                               -23-





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  bankruptcy petitions have been filed by or  against  any
business  or  property  of  any  director,  officer,  significant
employee  or  consultant of the Company nor  has  any  bankruptcy
petition been filed against a partnership or business association
where these persons were general partners or executive officers.

     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.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section  16(a) of the Securities Exchange Act  of  1934,  as
amended, requires the Company's directors and executive officers,
and  persons  who beneficially own more than 10% of a  registered
class  of  the  Company's equity securities, to file  reports  of
beneficial ownership and changes in beneficial ownership  of  the
Company's  securities with the SEC on Forms 3 (Initial  Statement
of  Beneficial Ownership), 4 (Statement of Changes of  Beneficial
Ownership  of  Securities) and 5 (Annual Statement of  Beneficial
Ownership  of  Securities).  Directors,  executive  officers  and
beneficial owners of more than 10% of the Company's Common  Stock
are  required  by  SEC regulations to furnish  the  Company  with
copies  of  all  Section 16(a) forms that they file.   Except  as
otherwise set forth herein, based solely on review of the  copies
of   such   forms   furnished   to  the   Company,   or   written
representations  that  no  reports  were  required,  the  Company
believes  that  for  the  fiscal year  ended  December  31,  2003
beneficial  owners  did  not  comply with  Section  16(a)  filing
requirements applicable to them to the extent they filed all form
required under Section 16(a) in February 2004 and had no  trading
activity in 2003.

ITEM 10.  EXECUTIVE COMPENSATION

Remuneration of Directors, Executive Officers and Significant
Employees

     We  do  not  have employment agreements with  our  executive
officers.  We have yet to determine the appropriate terms  needed
for  the  creation  of employment agreements  for  our  officers.
There  has  been no discussion with any of our officers regarding
any potential terms of these agreements, nor have such terms been
determined   with  any  specificity.   We  plan  to  have   these
agreements completed by the beginning of the next year.  We  have
no  proposal,  understanding  or arrangement  concerning  accrued
earnings to be paid in the future.  In the meanwhile, none of our
executive  officers have been drawing salaries  since  they  were
appointed to their positions.
                         Summary Compensation Table
<TABLE>
<CAPTION>

                        Annual                               Long-Term Compensation
                     Compensation
                    -------------------            ------------------------------------------
  Name and          Year  Salary  Bonus   Other    Restricted   Securities  LTIP     All
  Principal                               Annual   Stock        Underlying  Payouts  Other
  Position                                Compens  Awards       Options              Compens
                                          ation                                      ation
                           ($)     ($)     ($)      ($)           (#)        ($)      ($)


<S>                  <C>   <C>     <C>     <C>      <C>           <C>        <C>      <C>


Allen Jones         2003  10,000    -       -        -             -          -        -
President           2002    -       -       -        -             -          -        -
                    2001    -       -       -        -             -          -        -
                    2000    -       -       -        -             -          -        -

</TABLE>

Directors' Compensation

     We have no formal or informal arrangements or agreements to
compensate our directors for services they provide as directors
of our company.

Stock Option Plan And Other Long-term Incentive Plan

     We currently do not have existing or proposed option/SAR
grants.





                               -24-






ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY
HOLDERS

Security Ownership of Management and Certain Beneficial Owners

     The  following  table  sets forth as of  December  31,  2003
certain  information regarding the beneficial  ownership  of  our
common stock by:

     1.   Each person who is known us to be the beneficial owner of
       more than 5% of the common stock,

     2.   Each of our directors and executive officers and

     3.   All of our directors and executive officers as a group.

     Except  as  otherwise  indicated, the  persons  or  entities
listed  below have sole voting and investment power with  respect
to  all shares of common stock beneficially owned by them, except
to  the extent such power may be shared with a spouse.  No change
in control is currently being contemplated.

Title of     Name and Address                   Amount and        %  of
Class        of Beneficial Owner                Nature of         Class
                                                Beneficial
                                                Owner
-------------------------------------------------------------------------

Common     Allen Jones, President and            2,200,000        51.77%
Stock      Director(1)

           Officers and Directors as a Group     2,200,000        51.77%

Common     Michael F. Browning (2)                 400,000         9.41%
Stock

Footnotes:

  (1)  The address of officers and directors in the table is c/o
       USA TelCom Internationale, 2620 S. Maryland Parkway, Suite 14,
       Las Vegas, NV 89107.
  (2)  Michael F. Browning, although he is no longer an officer or
       director of our Company, may be reached at 1601 Dove, Suite 205,
       Newport Beach, CA 92660.

Change in Control

     No arrangements exist that may result in a change of control
of UBDF.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During  the year ended December 31, 2003, Allen Jones loaned
us $84,052.  The note is non-interest bearing and due on demand.

     During  the  year ended December 31, 2003, Allen  Jones  was
paid $10,000 in executive compensation.

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





                               -25-





ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibit  Name and/or Identification of Exhibit
Number

  3     Articles of Incorporation & By-Laws

          a.  Articles of Incorporation of the Company
            incorporated by reference herein filed as Exhibit
            3(a) to Form 10SB12G filed on March 11, 2002
          b.  By-Laws of the Company incorporated by reference
            herein filed as Exhibit 3(b) to Form 10SB12G filed on
            March 11, 2002

  31    Rule 13a-14(a)/15d-14(a) Certifications

  32    Certification under Section 906 of the Sarbanes-Oxley Act
        (18 U.S.C. Section 1350)

ITEM 14.  CONTROLS AND PROCEDURES

     Within  90 days prior to the date of filing of this  report,
we  carried out an evaluation, under the supervision and with the
participation  of our management, including the  Chief  Executive
Officer  and  our  Chief Financial Officer,  of  the  design  and
operation  of our disclosure controls and procedures.   Based  on
this  evaluation, our Chief Executive Officer and Chief Financial
Officer   have   concluded  that  our  disclosure  controls   and
procedures  are  effective  for  the  gathering,  analyzing   and
disclosing  the  information we are required to disclose  in  the
reports we file under the Securities Exchange Act of 1934, within
the  time periods specified in the SEC's rules and forms.   There
have  been no significant changes in our internal controls or  in
other  factors that could significantly affect internal  controls
subsequent to the date of this evaluation.























                               -26-







                           SIGNATURES

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Company has duly caused this report  to
be  signed  on  its  behalf  by the undersigned,  thereunto  duly
authorized.

                    USA Telcom Internationale

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

  /s/ Allen Jones       Chief Executive        March 18, 2004
  ----------------        Officer and
    Allen Jones         Chief Financial
                            Officer




























                               -27-