SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 5, 2004
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USA TELCOM INTERNATIONALE
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 0-49672 88-0408213
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1549 N. LEROY STREET, SUITE D-1000, FENTON, MI 48430
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (810) 714-2978
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2620 S. MARYLAND AVE., SUITE 14, LAS VEGAS, NV 89109
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On March 19, 2004, USA Telcom Internationale issued 13,000,000 shares
of common stock to Robert C. Simpson for a purchase price of $260,000.00. Dr.
Simpson paid the purchase price for these shares from personal funds for these
shares. The 13,000,000 shares constitute approximately seventy-five percent
(75%) of the issued and outstanding shares of common stock of USA Telcom
Internationale. Before this issuance, Mr. Allen Jones was the controlling
stockholder of USA Telcom Internationale.
Dr. Simpson acquired the shares from USA Telcom Internationale for
investment purposes. In addition, USA Telcom Internationale intends to acquire
Blue Kiwi, Inc., in which Dr. Simpson has an equity interest. It is possible
that, as a result of the proposed acquisition of Blue Kiwi, USA Telcom
Internationale may issue additional shares of common stock to Dr. Simpson. After
this acquisition, Dr. Simpson and George Peterman were appointed to the board of
directors of USA Telcom Internationale, and Dr. Simpson was named its President,
Chief Financial Officer, and Secretary.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
CHANGE IN ADDRESS OF PRINCIPAL EXECUTIVE OFFICE. We have moved our
principal executive offices to the following address:
USA Telcom Internationale
1549 N. Leroy Street, Suite D-1000
Fenton, MI 48430
(810) 714-2978
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
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2.1 Stock Purchase Agreement by and among USA Telcom Internationale,
Inc. and the Purchaser dated as of March 19, 2004.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. REGULATION FD DISCLOSURE.
Not applicable.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
USA TELCOM INTERNATIONALE, INC.
(Registrant)
Date: April 5, 2004 By: /s/ Robert C. Simpson
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Robert C. Simpson, President
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