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	100,000		$3.00			$300,000		$83.40

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 one 
hundred thousand (100,000 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 three dollars 
($3.00) 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 100,000 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: NCMG 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 19, 1998.

						NetUSA, Inc.

		/s/ Wun C. Chiou, President
						and Chairman of the Board
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6827}]
{"company-data": {"conformed-name": "NETUSA INC/CO/", "cik": "0000809594", "assigned-sic": "2835", "irs-number": "841035751", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72699", "film-number": "99546286"}, "business-address": {"street1": "201 SAN ANTONIO CIRCLE", "street2": "SUITE 250", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94040", "phone": "6509486200"}, "mail-address": {"street1": "201 SAN ANTONIO CIRCLE", "street2": "SUITE 250", "city": "MOUNTAIN VIEW", "state": "CA", "zip": "94040"}, "former-company": {"former-conformed-name": "TECHNOLOGY MANAGEMENT & MARKETING INC /CO/", "date-changed": "19980106"}}
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	100,000		$3.00			$300,000		$83.40

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 one 
hundred thousand (100,000 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 three dollars 
($3.00) 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 100,000 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: NCMG 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 19, 1998.

						NetUSA, Inc.

		/s/ Wun C. Chiou, President
						and Chairman of the Board