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

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

                                December 31, 1999
                                 Date of Report
                        (Date of Earliest Event Reported)


                               Americom USA, Inc.
                    (Exact Name as Specified in its Charter)


           Delaware                   0-023769                  52-2068322
         ---------------           -------------           --------------------
         (State or other            (Commission            (I.R.S. Employer
         jurisdiction of            File Number)           Identification No.)
         incorporation)


                                1303 Grand Avenue
                       Arroyo Grande, California, CA 93420
                    (Address of principal executive offices)


                                  805/542-6700
                          Registrant's telephone number




<PAGE>2

ITEM 2. Acquisition or Disposition of Assets

On September 27, 1999  AmeriComUSA,  Inc. (`the Company')  entered into a Merger
and Recapitalization Agreement and Plan of Reorganization with digiCities,  Inc.
(the  "Agreement").  The  Agreement  provides  for the Company to acquire all of
digiCities' issued and outstanding common stock in exchange for 3,500,000 shares
of AmeriCom  USA's Class A Common  Stock.  In addition,  AmeriCom USA  allocated
Options to purchase 1,500,000 shares of this Class A Common Stock to digiCities'
employees, pursuant to the AmeriCom USA's Employee Stock Option Plan.

A Merger  Permit  Application  was  filed  with  the  California  Department  of
Corporations  ("DOC") on October 15, 1999 and a Fairness  Hearing was  requested
before the DOC in conjunction with this Permit Application. On December 21, 1999
a Fairness Hearing was held before the California DOC and as a result, the terms
of the merger were found to be fair and the requested  Merger Permit was issued.
Immediately after the Fairness Hearing,  shareholder approval was sought by both
the Company and digiCities which approval was achieved.  The merger  transaction
closed on December 31, 1999 and became  effective at 12:01 a.m. January 1, 2000.
Pursuant  to the  Merger  Agreement,  as of the  effective  time of the  merger,
digiCities was merged into the Company with  digiCities  being the  disappearing
corporation  and the Company being the surviving  corporation.  As of January 1,
2000,  the  Company  assumed  all  assets,   liabilities  and  the  business  of
digiCities.

ITEM 5.  Other Events

The  Agreement  referred  to in Item 2 above  also  provided  for the  Company's
authorized  capital  stock  to be  increased  to  120,000,000  shares  of  which
99,000,000  shares are  designated as Class A Common  Stock,  $0.0001 par value;
1,000,000  shares  designated  as Class B Common Stock,  $0.0001 par value;  and
20,000,000 shares designated as Preferred Stock,  $0.0001 par value. The Class A
Common Stock has all of the rights, preferences and privileges granted to common
stock under the General Delaware Corporation Law, while the Class B Common Stock
and Preferred Stock will have such rights,  preferences and privileges and shall
be issued in such numbers as the Company's Board of Directors may determine from
time to time.

The  Agreement  provided  for a  recapitalization  of the  Company  whereby  the
outstanding  AmeriCom  common stock was  exchanged  for AmeriCom  Class A Common
Stock.  The Permit  received  from the  California  DOC included the exchange of
38,099,235 shares of the Company's  outstanding common stock for shares of newly
authorized Class A Common Stock on a one-for-one basis.

As a result of the Company's  recapitalization,  the Company  currently has only
Class A Common Stock outstanding.

ITEM 7.  Financial Statements and Exhibits

EXHIBITS

1)   Merger  and  Recapitalization  Agreement  and Plan of  Reorganization  with
     digiCities, Incorporated dated September 27, 1999.*

2)   Proforma,  condensed,  consolidated  financial  statements for AmeriComUSA,
     Inc. and digiCities, Inc. as of June 30, 1999 (unaudited). **

3)   Financial Statements of the combined entity. ***
---------------------------

*    Previously filed with Form 8-K dated September 27, 1999.
**   Previously filed with Form 8-K/A dated September 27, 1999.
***  To be filed within 60 days of the date of this report.

<PAGE>3



SIGNATURES


         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.

                                               AMERICOM USA, INC.

                                               By: /s/ ROBERT M. CEZAR
                                                       ------------------------
                                                       Robert M. Cezar
                                                       Chief Executive Officer

                                                       Dated: January 14, 2000
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5367}]
{"company-data": {"conformed-name": "AMERICOM USA INC", "cik": "0001054824", "assigned-sic": "6770", "irs-number": "522068322", "state-of-incorporation": "DE", "fiscal-year-end": "0701"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23769", "film-number": "507577"}, "business-address": {"street1": "1303 GRAND AVENUE", "city": "ARROYO GRANDE", "state": "CA", "zip": "93420", "phone": "8055426700"}, "mail-address": {"street1": "1303 GRAND AVENUE", "city": "ARROYO GRANDE", "state": "CA", "zip": "93420"}, "former-company": {"former-conformed-name": "CHATSWORTH ACQUISITION CORP", "date-changed": "19980206"}}
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

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

                                December 31, 1999
                                 Date of Report
                        (Date of Earliest Event Reported)

                               Americom USA, Inc.
                    (Exact Name as Specified in its Charter)

           Delaware                   0-023769                  52-2068322
         ---------------           -------------           --------------------
         (State or other            (Commission            (I.R.S. Employer
         jurisdiction of            File Number)           Identification No.)
         incorporation)

                                1303 Grand Avenue
                       Arroyo Grande, California, CA 93420
                    (Address of principal executive offices)

                                  805/542-6700
                          Registrant's telephone number
2

ITEM 2. Acquisition or Disposition of Assets

On September 27, 1999  AmeriComUSA,  Inc. (`the Company')  entered into a Merger
and Recapitalization Agreement and Plan of Reorganization with digiCities,  Inc.
(the  "Agreement").  The  Agreement  provides  for the Company to acquire all of
digiCities' issued and outstanding common stock in exchange for 3,500,000 shares
of AmeriCom  USA's Class A Common  Stock.  In addition,  AmeriCom USA  allocated
Options to purchase 1,500,000 shares of this Class A Common Stock to digiCities'
employees, pursuant to the AmeriCom USA's Employee Stock Option Plan.

A Merger  Permit  Application  was  filed  with  the  California  Department  of
Corporations  ("DOC") on October 15, 1999 and a Fairness  Hearing was  requested
before the DOC in conjunction with this Permit Application. On December 21, 1999
a Fairness Hearing was held before the California DOC and as a result, the terms
of the merger were found to be fair and the requested  Merger Permit was issued.
Immediately after the Fairness Hearing,  shareholder approval was sought by both
the Company and digiCities which approval was achieved.  The merger  transaction
closed on December 31, 1999 and became  effective at 12:01 a.m. January 1, 2000.
Pursuant  to the  Merger  Agreement,  as of the  effective  time of the  merger,
digiCities was merged into the Company with  digiCities  being the  disappearing
corporation  and the Company being the surviving  corporation.  As of January 1,
2000,  the  Company  assumed  all  assets,   liabilities  and  the  business  of
digiCities.

ITEM 5.  Other Events

The  Agreement  referred  to in Item 2 above  also  provided  for the  Company's
authorized  capital  stock  to be  increased  to  120,000,000  shares  of  which
99,000,000  shares are  designated as Class A Common  Stock,  $0.0001 par value;
1,000,000  shares  designated  as Class B Common Stock,  $0.0001 par value;  and
20,000,000 shares designated as Preferred Stock,  $0.0001 par value. The Class A
Common Stock has all of the rights, preferences and privileges granted to common
stock under the General Delaware Corporation Law, while the Class B Common Stock
and Preferred Stock will have such rights,  preferences and privileges and shall
be issued in such numbers as the Company's Board of Directors may determine from
time to time.

The  Agreement  provided  for a  recapitalization  of the  Company  whereby  the
outstanding  AmeriCom  common stock was  exchanged  for AmeriCom  Class A Common
Stock.  The Permit  received  from the  California  DOC included the exchange of
38,099,235 shares of the Company's  outstanding common stock for shares of newly
authorized Class A Common Stock on a one-for-one basis.

As a result of the Company's  recapitalization,  the Company  currently has only
Class A Common Stock outstanding.

ITEM 7.  Financial Statements and Exhibits

EXHIBITS

1)   Merger  and  Recapitalization  Agreement  and Plan of  Reorganization  with
     digiCities, Incorporated dated September 27, 1999.*

2)   Proforma,  condensed,  consolidated  financial  statements for AmeriComUSA,
     Inc. and digiCities, Inc. as of June 30, 1999 (unaudited). **

3)   Financial Statements of the combined entity. ***
---------------------------

*    Previously filed with Form 8-K dated September 27, 1999.
**   Previously filed with Form 8-K/A dated September 27, 1999.
***  To be filed within 60 days of the date of this report.
3

SIGNATURES

         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.

                                               AMERICOM USA, INC.

                                               By: /s/ ROBERT M. CEZAR
                                                       ------------------------
                                                       Robert M. Cezar
                                                       Chief Executive Officer

                                                       Dated: January 14, 2000