UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NetUSA, Inc.___________________________________________________________
(Exact name of issuer as specified in its charter)
Colorado____________________________ 84-1035751___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
201 San Antonio Cir. C250, Mountain View, CA 94040_____________________
(Address of Principal Executive Offices)
Consulting Compensation for National Capital Merchant Group____________
(Full title of the plan)
NetUSA, Inc., 201 San Antonio Cir. C250, Mountain View, CA 94040_______
(Name and address of agent for service)
(650) 948-6200_________________________________________________________
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to Registered Offering Price Aggregate Offering Registration
be Registered Per Share Price Fee
Common Stock 30,000 $0.01 $300 $0.09
Part I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
(a) General Plan Information
(1) The plan is to be entitled "Consulting Compensation for
National Capital Merchant Group, Ltd." and is to be offered
by NetUSA, Inc. (hereinafter NetUSA).
(2) The general nature and purpose is to compensate National
Capital Merchant Group, Ltd., a corporation based in
Irvine, California (hereinafter NCMG) for financial
services rendered to NetUSA. The duration is short - this
is contemplated to be a one-time transfer. There are no
provisions for modification, early termination, or
extension currently being contemplated, although the
NetUSA/NCMG contract is a 1-year contract and if the
contract is extended, additional securities may be offered
as compensation.
(3) The plan is not, under the best knowledge of NetUSA,
subject to any provisions of ERISA.
(4) Contact information: Nelson Lu, NetUSA, Inc., 201 San
Antonio Cir. C250, Mountain View, CA 94040; (650) 948-6200.
(b) Securities to be Offered
(1) NetUSA Common Stock will be offered, in the amount of
thirty thousand (30,000 shares).
(2) Not applicable
(c) Employees Who May Participate in the Plan: NCMG is the only
eligible participant in this plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered
(1) NCMG have an indefinite time to choose to receive the
shares; the purchase price is at maximum one cent ($0.01)
per share.
(2) If payment is required from NCMG, NCMG will submit a
payment to NetUSA at the time that it chooses to receive
the shares.
(3) NCMG permitted to receive up 30,000 shares.
(4) Not applicable
(5) Not applicable
(6) The securities will be purchased directly from NetUSA's
treasury; currently, no fees, commissions or other charges
will be paid.
(e) Resale Restrictions: no restrictions on resale are currently
contemplated.
(f) Tax Effects of Plan Participation: Fortress will realize a gain
when it sells the shares, based on the sale price it receives
versus the purchase price. NetUSA does not foresee a tax
consequence for itself. The plan does not, to the best knowledge
of NetUSA, qualify under Section 401(a) of the Internal Revenue
Code.
(g) Investment of Funds: the funds received, if any, will be minimal,
and will be used for general use of NetUSA.
(h) Withdrawal from the Plan; Assignment of Interest
(1) No withdrawal or termination terms are currently
contemplated.
(2) No assignment or hypothecation terms are currently
contemplated, but NetUSA will permit an assignment of the
interests if NCMG chooses to assign the interest to a third
party.
(3) Not applicable
(i) Forfeitures and Penalties: There is no currently contemplated
forfeiture or penalty event.
(j) Charges and Deductions and Liens Thereof
(1) There are no charges or deductions currently contemplated.
(2) There are no creation of lien terms currently contemplated,
but if a third party shall create a lien against these
interests based on claims against Fortress or Sullivan as
based on federal or state law, NetUSA will honor such
liens.
(3) Not applicable
Item 2. Registrant Information and Employee Plan Annual Information
NetUSA plans to immediately forward a copy of this Form and all
of the documents incorporated by reference to Fortress and Sullivan
upon the filing of this Form, thus satisfying the requirements for this
section.
Part II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
(a) The 10-KSB reports filed by NetUSA for the fiscal years ending
Sep. 30, 1997 and Sep. 30, 1998 are hereby incorporated by
reference.
(b) The 10-QSB reports filed by NetUSA for the fiscal quarters ending
Dec. 31, 1997; Mar. 31, 1998; and June 30, 1998, are hereby
incorporated by reference.
(c) Not applicable
In addition, all documents subsequently filed by NetUSA pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, if any, are incorporated by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
There are no relevant interests of expert or counsel in this Form that
requires disclosure.
Item 6. Indemnification of Directors and Officers
NetUSA's charter generally indemnifies a director or an officer against
liability in which he/she incurs in his/her capacity.
Item 7. Exemption from Registration Claimed
No exemption from registration is hereby claimed since there is no
reoffering or resale of restricted securities involved.
Item 8. Exhibits
Exhibit (4) (instruments defining the rights of security holders) is to
be incorporated from original registration made by the company under
its former name, TMMI; Exhibit (15) (unaudited interim financial
information) is to be incorporated from Form 10-QSB filed for fiscal
quarter ending June 30, 1998. Exhibits (5), (23), and (24) are not
applicable, and with regard to the ERISA compliance requirement for
Exhibit (5), NetUSA will timely file plan details with the Internal
Revenue Service.
Item 9. Undertakings
No applicable undertakings are contemplated at this time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View,
State of California, on February 1, 1998.
NetUSA, Inc.
/s/ Wun C. Chiou, President
and Chairman of the Board
