U. S. Securities and Exchange Commission
                          Washington, D. C.  20549


                                 FORM 10-QSB


[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended June 30, 1999

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                to
                                        --------------    ------------------


                         Commission File No. 0-25171


                             FIN SPORTS U.S.A., INC.
                 (Name of Small Business Issuer in its Charter)


               NEVADA                               84-1385529
   (State or Other Jurisdiction of             (I.R.S. Employer I.D. No.)
    incorporation or organization)


                            5525 SOUTH 900 EAST #110
                            Salt Lake City, UT 84101
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801) 262-8844

                              None; Not Applicable
         (Former name or Former Address, if changed since last Report)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

(1)  Yes X  No              (2)  Yes  X    No
        ----    ----                 ----      ----

     (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING FIVE YEARS)

None; not Applicable.

     (APPLICABLE  ONLY  TO  CORPORATE  ISSUERS)

     Indicate  the  number of  shares  outstanding  of each of the  Registrant's
classes of common stock, as of the latest practicable date:

                               July 26, 1999
                              Common Voting Stock
                                   1,083,324


                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of any "Documents  Incorporated by Reference" is contained in
Item 6 of this Report.

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB  Quarterly  Report  were  prepared  by  management  and  commence  on the
following page, together with related Notes. In the opinion of management,  the
Financial Statements fairly present the financial condition of the Registrant.


<PAGE>
<TABLE>
<CAPTION>
                      FIN SPORTS U.S.A., INC.
                           BALANCE SHEETS
                June 30, 1999 and December 31, 1998

                                                        6/30/99      12/31/98
                                                       -----------   ----------
                                                       [Unaudited]
                               ASSETS
<S>                                                    <C>          <C>
Assets
     Current Assets                                    $       735  $       795
                                                       -----------   ----------
     Cash                                                      735          795
                                                       -----------   ----------
        Total Assets                                   $       735  $       795
                                                       ===========   ==========

               LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
     Loans from stockholders                           $     5,100  $     3,214
     Accounts Payable                                            0            0
     Income Taxes Payable                                        0            0
                                                       -----------   ----------
        Total Current Liabilities                            5,100        3,214

        Total Liabilities                                    5,100        3,214

Stockholders' Deficit:
     Common Stock, $.001 par value;
        authorized 50,000,000 shares; issued and
        outstanding, 1,083,324 shares                        1,083        7,000
     Additional paid-in capital                              6,917        1,000
     Accumulated Deficit                                   (12,365)     (10,419)
                                                       -----------   ----------
        Total Stockholders' Deficit                         (4,365)      (2,419)

                                                       -----------   ----------
        Total Liabilities and Stockholders'$Deficit    $       735  $       795
                                                       ===========   ==========

</TABLE>


     NOTE TO FINANCIAL  STATEMENTS:  Interim  financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the results for the periods.  The December 31, 1998 balance  sheet
has been derived from the audited financial statements.  These interim financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.
<PAGE>
<TABLE>
<CAPTION>

                             FIN SPORTS U.S.A., INC.
                         [A Development Stage Company]
                            STATEMENTS OF OPERATIONS
        For the Three and Six Month Periods Ended June 30, 1999 and 1998

                                               Three Months         Three Months           Six Months            Six Months
                                                   Ended                Ended                 Ended                Ended
                                                  6/30/99              6/30/98               6/30/99              6/30/98
                                             ------------------  ------------------  -------------------     ----------------
                                                [Unaudited]          [Unaudited]         [Unaudited]         [Unaudited]
<S>                                       <C> <C>              <C> <C>              <C>  <C>              <C>  <C>
REVENUE
      Income                               $                 0  $                0    $                0    $               0
                                             ------------------   ------------------     -----------------    ----------------
NET REVENUE                                                  0                   0                     0                    0

OPERATING EXPENSES
     Office Expenses                                       266                 115                 1,465                  145
     Professional Fees                                     283                   1                   481                    1
                                             ------------------   ------------------     -----------------    ----------------
TOTAL OPERATING EXPENSES                                   549                 116                 1,946                  146
                                             ------------------   ------------------     ------------------   ----------------
NET INCOME BEFORE TAXES                    $              (549) $             (116)  $            (1,946)                (146)
                                             ==================   ==================     ==================   ================
INCOME/FRANCHISE TAXES                                       0                   0                     0                    0

NET LOSS                                                  (549)               (116)               (1,946)                (146)

NET LOSS PER SHARE                         $             (0.01) $            (0.01)  $             (0.01)                (0.01)
                                             ==================   ==================     ==================   ================
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                        1,083,324           7,000,000              2,069,437            7,000,000
                                             ==================   ==================     ==================   ================

</TABLE>
<PAGE>

<TABLE>
<CAPTION>



                             FIN SPORTS U.S.A., INC.
                         [A Development Stage Company]
                            STATEMENTS OF CASH FLOWS
     For the Three and Six Month Periods Ended June 30, 1999 and 1998


                                                        Three Months        Three Months         Six Months        Six Months
                                                           Ended                Ended              Ended              Ended
                                                          6/30/99              6/30/98            6/30/99            6/30/98
                                                      -----------------    ----------------   ----------------    ---------------
                                                        [Unaudited]           [Unaudited]        [Unaudited]        [Unaudited]
<S>                                                <C> <C>               <C> <C>             <C>  <C>           <C>  <C>
Cash Flows Used For Operating Activities
----------------------------------------
  Net Loss                                          $             (549)   $           (116)  $         (1,946)             (146)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
   Increase/(Decrease) in Accounts Payable                           0                   0                  0                 0
   Increase/(Decrease) in loans from shareholder                   519                  86              1,886                86
                                                      -----------------       -------------     --------------    --------------
      Net Cash Used For Operating Activities        $              (30)    $           (30)  $            (60)              (60)
                                                      =================       ==============    ==============    ==============

Cash Flows Provided by Financing Activities
-------------------------------------------

      Net Increase In Cash                                         (30)                (30)               (60)              (60)

      Beginning Cash Balance                                        795                 885                795               915

      Ending Cash Balance                           $               765   $             855  $             735               855
                                                      =================      ===============    ==============   ===============




</TABLE>
<PAGE>
Item 2.Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in any material operations in the period ending
June 30, 1999, or for the past five calendar  years.  The Company intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.

     During the next 12 months, the Company's only foreseeable cash requirements
will  relate to  maintaining  the  Company in good  standing  or the  payment of
expenses  associated  with  reviewing or  investigating  any potentail  business
venture. Management expects that the Company's cash on hand of $765 at June 30,
1999, will be sufficient to meet these  requirements.  If additional  moneys are
needed, they may be advanced by management or principal stockholders as loans to
the Company.  Because the Company has not  identified any such venture as of the
date of this Report,  it is  impossible  to predict the amount of any such loan.
However,  any such loan  will not  exceed  $25,000  and will be on terms no less
favorable to the Company than would be available from a commercial  lender in an
arm's length  transaction.  As of the date of this  Report,  the Company has not
begun seeking any acquisition.

Results of Operations.

     During the  quarterly  period  ended  June  30,  1999,  the  Company had no
business operations.  During this period, the Company received total revenues of
$0 and had a loss of $549, stemming from general and administrative expenses.

Liquidity.

     At June 30, 1999,  the Company had total current  assets of $735 and total
liabilities of $5,100.

Year 2000.

     Because the Company is not presently  engaged in any  substantial  business
operations,  management does not believe that computer problems  associated with
the  change  of year to the year  2000  will  have any  material  effect  on its
operations.  However,  the possibility exists that the Company may merge with or
acquire a business that will be negatively  affected by the "year 2000" problem.
The  effect of such  problem or the  Company in the future can not be  predicted
with any  accuracy  until  such  time as the  Company  identifies  a  merger  or
acquisition target.
<PAGE>

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.
------------------------

None; not applicable.

Item 2.Changes in Securities.
-----------------------------

     See the Company's Annual Report on Form 10-KSB for the calendar year ending
December 31, 1998, Part I, Item 1.

Item 3.Defaults Upon Senior Securities.
---------------------------------------

None; not applicable.

Item 4.Submission of Matters to a Vote of Security Holders.
-----------------------------------------------------------

     No matter was submitted to a vote of security holders of the Company during
the period covered by this Report. For additional  information see the Company's
Annual  Report on Form 10-KSB for the  calendar  year ending  December 31, 1998,
Part I, Item 1.

Item 5.Other Information.
-------------------------

None; not applicable.

Item 6.Exhibits and Reports on Form 8-K.
----------------------------------------

(a)Exhibits.*

None; not applicable.

(b)Reports on Form 8-K.

None; not applicable.

(c) Documents Incorporated by Reference

     Annual Report on Form 10-KSB for the period ending  12-31-98**

     *A summary of any Exhibit is modified in its  entirety by  reference to the
actual Exhibit.

     **These  documents  have been  previously  filed  with the  Securities  and
Exchange Commission and are incorporated herein by this reference.


<PAGE>
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 thereunto duly authorized.


                              FIN SPORTS U.S.A., INC.



Date: 7/28/99                 /S/ WAYNE BASSHAM
                              Wayne Bassham, Director and President



Date: 7/28/99                 /S/ TODD ALBISTON
                              Todd Albiston, Director and Vice President