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



                                  July 2, 1999
                                 Date of Report
                        (Date of Earliest Event Reported)


                               AmeriComUSA, 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


                       CHATSWORTH ACQUISITION CORPORATION
                               1504 R Street, N.W.
                             Washington, D.C. 20009
                         Former name and former address



<PAGE>2


ITEM 2. Acquisition or Disposition of Assets

On July 2, 1999 the Company  entered into a  Memorandum  of  Understanding  with
DigiCities,  Incorporated,  a California Corporation, to acquire all DigiCities'
issued  and  outstanding  common  stock in  exchange  for  3,500,000  shares  of
AmeriComUSA's  common stock. In addition,  AmeriComUSA  will allocate options to
purchase 1,500,000 shares of its common stock to DigiCities employees,  pursuant
to AmeriComUSA's  employee stock option plan. The acquisition of DigiCities must
be completed at least one day prior to the proposed  merger  of  AmeriComUSA and
TeleSpace,  Ltd., but in any case not later than  September 30, 1999.  Following
completion  of the  acquisition,  DigiCities,  Inc.  will become a wholly  owned
subsidiary of AmeriComUSA. The Memorandum  also provides for certain  DigiCities
executives to be retained as officers of DigiCities.

Completion of the proposed merger is contingent  upon  preparation and execution
of  a  formal  merger  agreement   between   AmeriComUSA  and  DigiCities,   and
satisfaction  of certain  Conditions  to Closing  detailed in the  Memorandum of
Understanding including receipt of all material consents necessary to consummate
the Transaction.

DigiCities'  designs and  supports  corporate  Internet  web sites and  conducts
direct sales  campaigns to promote its  services.  DigiCities'  has in excess of
10,000 web site customers.

Item 7.  Financial Statements and Exhibits


FINANCIAL STATEMENTS

Financial  information  and  proforma  information  relating  to  this  proposed
acquisition will be filed on or before September 14, 1999.

EXHIBITS

     2.1  Memorandum of Understanding between AmeriComUSA,  Inc. and DigiCities,
          Inc. dated July 2, 1999.

<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.

                                              AMERICOMUSA, INC.



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

                                              Dated: July 16, 1999
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 3698}]
{"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": "99666172"}, "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

                                  July 2, 1999
                                 Date of Report
                        (Date of Earliest Event Reported)

                               AmeriComUSA, 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

                       CHATSWORTH ACQUISITION CORPORATION
                               1504 R Street, N.W.
                             Washington, D.C. 20009
                         Former name and former address
2

ITEM 2. Acquisition or Disposition of Assets

On July 2, 1999 the Company  entered into a  Memorandum  of  Understanding  with
DigiCities,  Incorporated,  a California Corporation, to acquire all DigiCities'
issued  and  outstanding  common  stock in  exchange  for  3,500,000  shares  of
AmeriComUSA's  common stock. In addition,  AmeriComUSA  will allocate options to
purchase 1,500,000 shares of its common stock to DigiCities employees,  pursuant
to AmeriComUSA's  employee stock option plan. The acquisition of DigiCities must
be completed at least one day prior to the proposed  merger  of  AmeriComUSA and
TeleSpace,  Ltd., but in any case not later than  September 30, 1999.  Following
completion  of the  acquisition,  DigiCities,  Inc.  will become a wholly  owned
subsidiary of AmeriComUSA. The Memorandum  also provides for certain  DigiCities
executives to be retained as officers of DigiCities.

Completion of the proposed merger is contingent  upon  preparation and execution
of  a  formal  merger  agreement   between   AmeriComUSA  and  DigiCities,   and
satisfaction  of certain  Conditions  to Closing  detailed in the  Memorandum of
Understanding including receipt of all material consents necessary to consummate
the Transaction.

DigiCities'  designs and  supports  corporate  Internet  web sites and  conducts
direct sales  campaigns to promote its  services.  DigiCities'  has in excess of
10,000 web site customers.

Item 7.  Financial Statements and Exhibits

FINANCIAL STATEMENTS

Financial  information  and  proforma  information  relating  to  this  proposed
acquisition will be filed on or before September 14, 1999.

EXHIBITS

     2.1  Memorandum of Understanding between AmeriComUSA,  Inc. and DigiCities,
          Inc. dated July 2, 1999.
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.

                                              AMERICOMUSA, INC.

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

                                              Dated: July 16, 1999