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 John Soden_________________________________
(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 48,000 $0.30 $14,400 $3.89
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
John Soden" and is to be offered by NetUSA, Inc.
(hereinafter NetUSA).
(2) The general nature and purpose is to John Soden
(hereinafter Soden), a resident of California, for
consulting 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.
(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 forty-
eight thousand shares (48,000).
(2) Not applicable
(c) Employees Who May Participate in the Plan: Soden is the only
eligible participant in this plan.
(d) Purchase of Securities Pursuant to the Plan and Payment for
Securities Offered
(1) J&G have an indefinite time to choose to receive the
shares; the purchase price is at maximum thirty cents
($0.30) per share.
(2) If payment is required from Soden, Soden will submit a
payment to NetUSA at the time that he chooses to receive
the shares.
(3) Soden is permitted to receive up 48,000 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: Soden will realize a gain when
he 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 Soden 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 Soden 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 January 26, 1998.
NetUSA, Inc.
/s/ Wun C. Chiou, President
and Chairman of the Board
