UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[xx]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended                           September 30, 1996


                                       or

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

For the transition period from                  to

Commission File Number:                                 0-26262

                            U.S. Bridge of N.Y., Inc.
             (Exact name of registrant as specified in its charter)

New York                                           11-3032277
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)

                    53-09 97th Place, Corona, New York 11368
              (Address of principal executive offices) (Zip Code)

                                 (718) 699-0100
              (Registrant's telephone number, including area code)


              (Former name, former address and former fiscal year,
                          if changed since last report)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
section 13 or 15 (d) of the  Exchange Act during the past 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.
Yes [xx]  No [  ]

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

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.
Yes [  ]  No [  ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Common stock, par value $.001 per share: 1,907,515 shares outstanding as of
September 30, 1996.


<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                                      INDEX

<TABLE>
<CAPTION>

PART 1 - FINANCIAL INFORMATION:

ITEM 1 - FINANCIAL STATEMENTS
<S>                                                                             <C>
Balance Sheets (Unaudited) September 30, 1996
and June 30, 1996                                                               F-1

Statements of Operations (Unaudited) for the
three months ended September 30, 1996 and 1995                                  F-2

Statement of Stockholders' Equity (Unaudited) for
the three months ended September 30, 1996                                       F-3

Statements of Cash Flows (Unaudited) for the
three months ended September 30, 1996 and 1995                                  F-4

Notes to Financial Statements                                                   F-5 - F-9

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                                    F-10 - F-13

PART II - OTHER INFORMATION                                                                               F-14

</TABLE>

<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                           (Unaudited)
                                                                           September 30,            June 30,
                               ASSETS                                      1996                     1996
                               ------                                      --------------           ----------
<S>                                                                        <C>                      <C>
Current assets:
Cash                                                                       $249,780                 $223,789
Contracts and retainage receivable, net                                    4,158,968                3,440,391
Costs and estimated earnings in excess of billings
 on uncompleted contracts                                                  2,851,057                2,433,524
Due from related parties                                                   31,554                   106,620
                                                                           --------------           ---------------

Total current assets                                                       7,291,359                6,204,324

Other assets                                                               74,584                   18,791
                                                                           --------------           ---------------

Total assets                                                               $7,365,943               $6,223,115
                                                                           ==============           ===============

         LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable, including cash overdraft
 of $63,274                                                                $1,250,516               $824,867
Accrued expenses                                                           265,396                  285,396
Payroll taxes payable                                                      354,257                  288,713
Due to related parties                                                     382,768                  117,255
Billings in excess of costs and estimated earnings
 on uncompleted contracts                                                  16,567                   16,567
                                                                           --------------           ---------------

Total current liabilities                                                  2,269,504                1,532,798
                                                                           --------------           ---------------

Commitments and contingencies (Note 5)                                     -                        -

Stockholders' equity:
Preferred stock $.01 par value, authorized 500,000 shares,
 issued and outstanding -0-                                                -                        -
Common stock $.001 par value, authorized 10,000,000 shares,
 issued and outstanding 1,907,515                                          503,652                  503,652
Additional paid in capital                                                 4,086,551                4,086,551
Accumulated deficit                                                        506,236                  100,114
                                                                           --------------           ---------------

Total stockholders' equity                                                 5,096,439                4,690,317
                                                                           --------------           ---------------

Total liabilities and stockholders' equity                                 $7,365,943               $6,223,115
                                                                           ==============           ===============
</TABLE>

See accompanying notes to financial statements (unaudited).

                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                            U.S. BRIDGE OF N.Y., INC.
                            STATEMENTS OF OPERATIONS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

                                                                           1996                     1995
                                                                           --------------           ----------
<S>                                                                        <C>                      <C>
Contract revenue                                                           $3,147,941               $1,571,607

Cost of contract revenue                                                   2,254,387                1,125,988
                                                                           --------------           ---------------

Gross profit                                                               893,554                  445,619

General and administrative expenses                                        487,432                  552,972
                                                                           --------------           ---------------

Income (loss) from operations before interest
 expense/financing costs and provision for income taxes                    406,122                  (107,353)

Interest expense/financing costs                                           -                        460,632
                                                                           --------------           ---------------

Income (loss) before provision for income taxes                            406,122                  (567,985)

Provision for income taxes                                                 -                        -
                                                                           --------------           -------------

Net income (loss)                                                          $406,122                 $(567,985)
                                                                           ==============           ===============

Income (loss) per common equivalent share:

Income (loss) before provision for income taxes                            $.21                     $(.35)
                                                                           ==============           ===============
Provision for income taxes                                                 $-                       $-
                                                                           ==============           =============
Net income (loss)                                                          $          .21           $(.35)
                                                                           ==============           ===============

Weighted average number of shares outstanding                              1,907,515                1,641,677
                                                                           ==============           ===============
</TABLE>
See accompanying notes to financial statements (unaudited).

                                       F-2

<PAGE>
<TABLE>
<CAPTION>
                            U.S. BRIDGE OF N.Y., INC.
                        STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

                                                       Common
                                                       stock
                                                                           Additional                              Total
                                                                           paid in             Retained            Stockholders'
                                             Shares         Amount         capital             earnings            equity
<S>                                          <C>            <C>            <C>                 <C>                 <C>
Balances at July 1, 1996                     1,907,515      $503,652       $4,086,551          $100,114            $4,690,317

Net income for the three months
 ended September 30, 1996                    -              -              -                   406,122             406,122
                                             -----------    ----------     ------------        -----------         -----------

Balances at September 30, 1996               1,907,515      $503,652       $4,086,551          $506,236            $5,096,439
                                             ===========    ==========     ============        ===========         ===========
</TABLE>

See accompanying notes to financial statements (unaudited).

                                       F-3

<PAGE>
<TABLE>
<CAPTION>
                            U.S. BRIDGE OF N.Y., INC.
                            STATEMENTS OF CASH FLOWS
                    FOR THE THREE MONTHS ENDED SEPTEMBER 30,
                                   (UNAUDITED)

                                                                           1996                1995
                                                                           --------------      ----------
<S>                                                                        <C>                 <C>

Cash flows from operating activities:
Net income (loss)                                                          $406,122            $(567,985)
Adjustments to reconcile net income to net
 cash used for operating activities:
Amortization                                                               -                   441,863
Changes in assets and liabilities:
Accounts receivable                                                        (718,577)           (460,704)
Prepaid expenses                                                           -                   (114,162)
Costs and estimated earnings in excess of
 billings on uncompleted contracts                                         (417,533)           (278,355)
Accounts payable                                                           425,649             260,407
Accrued expenses                                                           (20,000)            (278,303)
Payroll taxes payable                                                      65,544              8,749
Billings in excess of costs and estimated
 earnings on uncompleted contracts                                         -                   69,614
                                                                           --------------      ---------------
Net cash used for operating activities                                     (258,795)           (918,876)
                                                                           --------------      ---------------

Cash flow from investing activities:
Increase in other assets                                                   (55,793)            -
                                                                           --------------      -------------
Net cash used for investing activities                                     55,793              -
                                                                           --------------      -------------

Cash flows from financing activities:
Deferred offering costs charged to additional
 paid in capital                                                           -                   103,554
Proceeds from related parties                                              340,579             (9,716)
Proceeds from initial public offering and
 exercise of special warrant                                               -                   4,022,863
Cost associated with initial public offering                               -                   (903,820)
Repayments of notes payable                                                -                   (972,000)
                                                                           --------------      ---------------
Net cash provided by financing activities                                  340,579             2,240,881
                                                                           --------------      ---------------

Net increase in cash                                                       25,991              1,322,005
Cash beginning                                                             223,789             104,410
                                                                           --------------      ---------------
Cash ending                                                                $249,780            $1,426,415
                                                                           ==============      ===============

Supplemental disclosure of cash flow information:
Interest paid                                                              $-                  $54,976
                                                                           ==============      ===============
Taxes paid                                                                 $-                  $-
                                                                           ==============      ===============
</TABLE>

See accompanying notes to financial statements (unaudited).

                                       F-4

<PAGE>
                            U.S. BRIDGE OF N.Y., INC.
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 1       -    GENERAL

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and with  instructions  to Form  10-QSB.  Accordingly,  they do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management the interim financial statements include all adjustments necessary in
order to make the financial statements not misleading. The results of operations
for the three months ended is not  necessarily  indicative  of the results to be
expected  for the full year.  For further  information,  refer to the  Company's
audited financial statements and footnotes thereto at June 30, 1996, included in
the Company's Annual Report Form 10K-SB,  filed with the Securities and Exchange
Commission.

     The Company was  incorporated  on  September  4, 1990 and is a 50.01% owned
subsidiary of U.S. Bridge Corp.  ("Bridge  Corp.").  The Company's  President is
also the majority  stockholder (69.5%) of Bridge Corp. and may be considered the
beneficial owner of the Company.

NOTE 2       -    PAYROLL TAXES

     During  September 1994, the Company  entered into an installment  agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of  approximately  $231,535 and remove a tax lien filed by such  authority.  The
agreement  required  the  Company to pay  $25,000 per month until such amount is
fully paid. As per the terms of the agreement,  the Company must also pay timely
all current payroll taxes. As of September 30, 1996 the Company has not made all
the  required  $25,000  monthly  payments  and has not paid  timely all  current
payroll  taxes.  Payroll taxes payable  amounted to $354,257 as of September 30,
1996.

NOTE 3       -    DUE TO RELATED PARTIES

     As of September  30, 1996 the  Company's  President has advanced a total of
approximately  $317,187 to the  Company.  The  remaining  balance  amounting  to
$65,581  represents  advances  from other related  Companies.  Such advances are
non-interest bearing and are due on demand.

NOTE 4       -    STOCKHOLDERS EQUITY

             a)   Recapitalization

     On April 24, 1994, the Company's  parent,  Bridge Corp.,  issued  2,820,000
shares of its own common  stock to the previous  stockholders  of the Company in
exchange for all of the Company's outstanding shares.

     The  acquisition  of the  Company  by Bridge  Corp.  has been  treated as a
recapitalization  for accounting purposes.  Accordingly,  after such transaction
and before the  Company's  private  offering and initial  public  offering,  the
Company was a wholly owned  subsidiary  of Bridge Corp. As of September 30, 1996
the Company is a 50.01% owned subsidiary of Bridge Corp.

                                       F-5

<PAGE>


                            U.S. BRIDGE OF N.Y., INC.
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)



NOTE 4       -    STOCKHOLDERS EQUITY (Cont'd)

            b)    Bridge Loan

     On January 10, 1995, pursuant to a private  transaction,  US Bridge NY sold
to one (1)  individual  10 units  comprising  one (1)  promissory  note totaling
$252,000 and 3,000,000  warrants  purchased  for $30,000 which  provided for the
right to  acquire  3,000,000  common  shares  of US  Bridge  NY.  Each  unit was
comprised of a $25,200 12% promissory note and 300,000 warrants for $3,000 for a
total price of $28,200 per unit.  The warrants were  identical  and  exercisable
under the same term as the IPO  warrants  of US Bridge NY. The  promissory  note
which beared interest at twelve percent (12%) was repaid on August 14, 1995 upon
completion of US Bridge NY's Initial Public Offering

            c)    Private offering

     On January 16, 1995 an  Underwriter  commenced and  privately  offered on a
best-efforts basis,  sixteen (16) units of US Bridge NY securities at a price of
$55,000 per unit.  Each unit  consisted  of a promissory  note in the  principal
amount of $45,000 bearing interest at 12% per annum, and 10,000 shares of common
stock at $1.00 per share. The 160,000 shares sold in this offering were assigned
a value of 100% of the  initial  public  offering  price of $5.00 per share.  In
relation  to the  common  stock  sold in the  offering,  US Bridge  NY  recorded
deferred  financing  costs of $640,000  (160,000  shares at $5.00 per share less
original cost of $1.00 per share).  Deferred financing costs were amortized on a
monthly  basis  until the  earlier of March  1996,  the due date of the  related
promissory  notes or the initial  public  offering of US Bridge NY. As a result,
for the years ended June 30,  1996 and 1995 US Bridge NY  recorded  amortization
expense of  $441,863  and  $198,137,  respectively.  The  holders of such shares
included  their shares in US Bridge NY's initial public  offering.  The offering
was  completed  on March 9, 1995  resulting in all sixteen (16) units being sold
netting proceeds to US Bridge NY of approximately $696,851.

     The  placement  agent  received a commission  of 10% and a  non-accountable
expense allowance of 3% of the gross proceeds of the offering.

            d)    Initial Public Offering

     On August 14, 1995 the Company successfully  completed its public offering.
As a result,  the Company sold 791,850  shares which  included  91,850 shares in
connection  with the exercise of the  underwriter's  over-allotment  options and
494,500  warrants which included 64,500 warrants  pursuant to the  underwriter's
over-allotment  option.  The Company  yielded a total net proceeds of $2,077,903
after deducting underwriter selling expenses and expense allowance, repayment of
bridge loans and  promissory  notes and related  accrued  interest to the bridge
lenders  and  private  investors,  and the  pre-payment  of the first two year's
financial  consulting  agreement with the underwriter.  Simultaneously  with the
offering, the Company charged all deferred offering costs incurred to additional
paid-in capital which totalled $903,820.


                                       F-6

<PAGE>


                           U.S. BRIDGE OF N.Y., INC.
                         NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 4       -    STOCKHOLDERS EQUITY (Cont'd)

            d)    Initial Public Offering (Cont'd)

     Upon the  closing  of the sale of the  Shares  and  Warrants  offered,  the
Company sold to the underwriter  individually and not as a representative of the
Underwriters,  warrants to purchase  70,000  common  shares and 43,000  Warrants
exercisable  for a  period  of four  years  commencing  one year  after  the IPO
effective date (August 9, 1995) at 120% of the initial offering price.

            e)    Special Warrant

     On September  9, 1995,  the  Company's  majority  stockholder  Bridge Corp.
purchased  at $2.50 per share 5,665 common  shares of the Company be  exercising
its  right  pursuant  to the  terms of a  special  warrant  issued  only to such
stockholder.  As  a  result,  the  Company's  major  stockholder  increased  its
ownership of the Company to 50.01% from 49.95%.

NOTE 5       -    COMMITMENT AND CONTINGENCIES

             a)   Lease agreement

     The Company leases its administrative offices and storage space pursuant to
a signed lease  agreement  with an affiliate  owned by the Company's  President.
Such lease requires  monthly  payments of $20,000 and expires on March 31, 1998.
Under such lease agreement, the Company is required to make future minimum lease
payments as follows:

          Year Ending
          June 30,
          1997                               $180,000
          1998                               180,000
                                             ---------------
          Total                              $360,000
                                             ===============

     The Company also leases a yard for storage of material  pursuant to an oral
agreement  with an unrelated  party which requires  monthly  payments of $3,500.
Accordingly,  included in general and  administrative  expenses is rent  expense
which  amounted to $70,500 for the three  months  ended  September  30, 1996 and
1995.

             b)   Seasonality

     The Company operates in an industry which may be seasonal, generally due to
inclement weather occurring during the winter months.  Accordingly,  the Company
may experience a seasonal pattern in its operating results with lower revenue in
the third quarter of each fiscal year. Quarterly results may also be affected by
the  timing  of bid  solicitations  by  governmental  authorities,  the stage of
completion of major projects and revenue recognition policies.


                                       F-7

<PAGE>


                            U.S. BRIDGE OF N.Y., INC.
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 5       -    COMMITMENT AND CONTINGENCIES (Cont'd)

            c)    Bonding requirements

     The  Company  is  required  to  provide  bid  and/or  performance  bonds in
connection with  governmental  construction  projects.  To date, the Company has
been able to  sufficiently  obtain  bonding  up to  $10,000,000  per job for its
private projects. The Company is continuously pursuing obtaining bonding for its
governmental  construction projects. In addition, new or proposed legislation in
various jurisdictions may require the posting of substantial additional bonds or
require other financial assurances for particular projects.

NOTE 6       -    RELATED PARTY TRANSACTIONS

            a)    Purchase of material and labor

     For the  three  months  ended  September  30,  1996 and  1995  the  Company
purchased  from Waldorf Steel  Fabrications,  Inc.  ("Waldorf")  $0 and $14,000,
respectively,  of the  materials and labor  necessary to perform steel  erection
services.  Effective August 1, 1995, Waldorf ceased operations.  Lastly, for the
three months ended  September  30, 1996 and 1995,  the Company paid $166,000 and
$200,000,  respectively  to U.S.  Bridge of Maryland,  Inc. ("US Bridge MD") for
certain  materials and labor  necessary to perform steel erection  services.  US
Bridge MD is a wholly owned  subsidiary of Bridge Corp.  Amounts payable related
to all of such  transactions  and included in accounts payable total $102,000 at
September 30, 1996.  Such amounts are  non-interest  bearing  obligations.  Said
vendors are under the common control of the Company's majority stockholder.

             b)   Rent expense

     Included  in general  and  administrative  expenses  is rent  expense  paid
pursuant  to a signed  lease  agreement  with a Company  owned by the  Company's
majority  stockholder.  Such rent amounted to $60,000 for the three months ended
September 30, 1996 and 1995, respectively.

             c)   Employment agreement

     On April 4, 1995, the Company entered into an employment agreement with its
President and Director for a term of  approximately  three (3) years expiring on
June 30,  1998.  The  employment  agreement  provides  for an  annual  salary of
$300,000 with a 10% annual escalation.  Pursuant to the agreement, the President
and  Director is also  entitled  to receive a $50,000  per year  non-accountable
expense  allowance  payable in equal  weekly  installments.  The  President  and
Director is also  entitled to receive an annual  bonus of $50,000 if the Company
nets  $1,000,000  before  taxes in any year and an  additional  $25,000 for each
$500,000 of additional pre-tax profits. Advances against such bonus are equal to
$10,000 payable monthly until the end of the employment agreement,  at such time
any excess  advances will be re-paid to the Company.  No advances have been made
as of September 30, 1996.


                                       F-8

<PAGE>


                            U.S. BRIDGE OF N.Y., INC.
                          NOTES TO FINANCIAL STATEMENTS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)


NOTE 6       -    RELATED PARTY TRANSACTIONS (Cont'd)

             c)   Employment agreement (Cont'd)

     In addition, the President and Director will be granted options to purchase
25,000  shares of the  Company's  common  stock,  all of which  options shall be
vested as of the dates  outlined as follows.  The options  shall be  exercisable
commencing April 4, 1996 and continuing until April 4, 2004; providing, however,
options to purchase 7,500 shares shall become vested and exercisable on April 4,
1996 and April 4, 1997,  respectively,  10,000  vesting  on April 4,  1998.  The
option shall  contain such other terms and  conditions as set forth in the stock
option  agreement.  The exercise price of the options shall be equal to the 110%
of the stock price in the initial  public  offering.  The foregoing  options are
intended to qualify as incentive stock options. Lastly, the Company, pursuant to
such agreement will pay premiums on a $3,500,000  life insurance  policy for the
benefit of  individuals  as directed by such  President and  Director.  Any cash
surrender value is the Company's property until the employment  agreements ends.
The estimated premium on such policy is $80,000 per year.

            d)    Due to related parties

     As of September  30, 1996 the  Company's  President has advanced a total of
approximately  $317,187 to the  Company.  The  remaining  balance  amounting  to
$65,581  represents  advances  from other related  Companies.  Such advances are
non-interest bearing and are due on demand.

NOTE 7       -    SUBSEQUENT EVENT

                  New Projects

     Subsequent  to  September  30,  1996 the  Company  obtained  an  additional
$1,900,000 of new contracts.


                                       F-9

<PAGE>



ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     The Company  recognizes  revenue under the percentage of completion method.
Cost of contract  revenues include all direct material and labor costs and those
indirect costs related to contract  performance.  The asset, costs and estimated
earnings in excess of billings on uncompleted  contracts,  represents  costs and
estimated  earnings in excess of amounts  billed  through  September  30,  1996.
Billings in excess of costs and  estimated  earnings on  uncompleted  contracts,
represents  billings  which exceed costs and  estimated  earnings on  individual
uncompleted contracts through September 30, 1996.

     Three  months  ended  September  30, 1996 as compared to three months ended
September 30, 1995

     The Company was formed by Joseph Polito, its President,  to serve primarily
as a general contractor for public and private sector construction projects. The
public  sector  projects are  sponsored by Federal,  State and local  Government
authorities  in New York  State  and the  Metropolitan  areas.  Previously,  Mr.
Polito,  through other entities,  has furnished and provided steel erection as a
subcontractor  for  private and  governmental  construction  projects.  From its
commencement of operations in June 1993, the Company has provided steel erection
services for building,  roadway and bridge repair projects for general contracts
who have been engaged by private and municipal/government clients.

     The Company plans to continue to undertake projects as a subcontractor, but
will focus on obtaining  projects as a general contractor in both the public and
private sectors.  In the New York  Metropolitan  area, there are an abundance of
subcontractors  known to the Company  who have  significant  experience  and are
competitive  with  respect to pricing and level of service.  The Company will be
responsible for performance of the entire  contract,  including the work done by
subcontractors. Accordingly, the Company may be subject to substantial liability
if a subcontractor fails to perform as required. Also there may be unanticipated
difficulties  in  hiring  and  overseeing  subcontractors  that the  Company  is
currently not aware of. In the event the bonding Company pays a claim related to
a  subcontractor's  non-performance  or similar event,  the bonding  Company has
recourse  against the  Company.  The Company  requires  bonding  from a New York
licensed bonding Company in order to bid on projects as a general contractor.

     Though  the  Company  does  not  believe  its  business  is  seasonal,  its
operations are generally slow in the winter months due to the decrease in worker
productivity due to weather conditions.  Accordingly, the Company may experience
a seasonal  pattern in its  operating  results  with lower  revenue in the third
quarter of each fiscal year.  Interim results may also be affected by the timing
of bid  solicitation,  the stage of  completion  of major  projects  and revenue
recognition policies.

     The Company's  operations are substantially  controlled by Mr. Polito since
he owns  approximately  69.5% of the  outstanding  shares of  Bridge  and may be
considered  the  beneficial  owner of the shares of the Company owned by Bridge.
Mr. Polito is also a 100% shareholder of R.S.J.J.  Realty Corp.  ("RSJJ").  RSJJ
leases the administrative  offices and storage space to the Company at a cost of
$20,000 per month  pursuant to a signed  lease  agreement  expiring on March 31,
1998. Lastly,  Mr. Polito has ownership  interests in Waldorf Steel Fabricators,
Inc. (which ceased operations on August 1, 1995),  Crown Crane,  Inc., Atlas Gem
Leasing, Inc., Atlas Gem Erectors Co., Inc. and Gem Steel Erectors.


                                      F-10

<PAGE>

ITEM 2       -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (Cont'd)

RESULTS OF OPERATIONS (Cont'd)

     Three  months  ended  September  30, 1996 as compared to three months ended
September 30, 1995 (Cont'd)

     Contract  revenues have increased by $1,576,334 or 100% to $3,147,941  from
$1,571,607  for the three  months  ended  September  30, 1996 as compared to the
three months ended  September  30, 1995.  This  material  increase is due to new
contracts commencing toward the last quarter of the Company's fiscal year.

     The Company's  gross profits for the three months ended  September 30, 1996
is 28% as compared to the three months ended  September  30, 1995 which was also
28%.

     For the  three  months  ended  September  30,  1996 and  1995  the  Company
purchased  from Waldorf Steel  Fabrications,  Inc.  ("Waldorf")  $0 and $14,000,
respectively,  of the  materials and labor  necessary to perform steel  erection
services.  Effective August 1, 1995, Waldorf ceased operations.  Lastly, for the
three months ended  September  30, 1996 and 1995,  the Company paid $166,000 and
$200,000,  respectively  to U.S.  Bridge of Maryland,  Inc. ("US Bridge MD") for
certain  materials and labor  necessary to perform steel erection  services.  US
Bridge MD is a wholly owned  subsidiary of Bridge Corp.  Amounts payable related
to all of such  transactions  and included in accounts payable total $102,000 at
September 30, 1996.  Such amounts are  non-interest  bearing  obligations.  Said
vendors are under the common control of the Company's majority stockholder.

     As of  September  30,  1996,  the  Company  has a backlog of  approximately
$14,800,000.  Backlog  represents  the amount of revenue the Company  expects to
realized from work to be performed on uncompleted contracts in progress and from
contractual  agreements  which work has not yet begun.  Subsequent  to September
1996, the Company obtained an additional $1,900,000 of new projects.

     In order for the Company to obtain and maintain bonding,  it must adhere to
the  requirements  stipulated  in the  bonding  agreements  which vary with each
bonding  company.  The  bonding  costs  for each  bond are  incorporated  in the
contract  price of each  job.  These  costs  are  carried  as a line item in the
requisition and paid by the customer.  Any monies taken from the working capital
for this  purpose  will be  replaced  as the monthly  requisition  payments  are
received from the customer.  Bonding requirements vary depending upon the nature
of the projects to be performed.


                                      F-11

<PAGE>

ITEM 2       -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (Cont'd)

RESULTS OF OPERATIONS (Cont'd)

     Three  months  ended  September  30, 1996 as compared to three months ended
September 30, 1995 (Cont'd)

     General and administrative  expenses include salaries,  office overhead and
costs   associated   with  estimating  and  bidding   activities.   General  and
administrative  expenses  have  decreased  by $65,540 or 12% to $487,432 for the
three  months  September  30,  1996 from  $552,972  for the three  months  ended
September 30, 1995. The total decrease  amounting to $65,540 was attributable to
primarily decreases in office salaries.

Liquidity and Capital Resources

     At September 30, 1996, the Company has working capital of $5,021,855.

     As of September 30, 1996,  the Company's  accounts  receivable  amounted to
$4,158,968,  of which  approximately  $868,705 or 21% has been collected through
November 15, 1996.

     Net cash used for operating  activities  amounted to $258,795 for the three
months ended  September 30, 1996.  The major  components of such use of cash was
directly  attributed  to  the  increase  of  accounts  receivable  amounting  to
$718,577,  increase  in costs in excess of  billings  on  uncompleted  contracts
amounting  to  $417,533,  and the  increase of  accounts  payable and net income
amounting to $831,771.  For the three months ended  September 30, 1995,  the net
cash used for  operating  activities  amounted  to  $918,876.  With  regards  to
financing activities, the Company provided $340,579 of cash for the three months
ended  September  30,  1996.  Such cash was  provided  primarily  by loans  from
stockholder and other related parties.

     During  September 1994, the Company  entered into an installment  agreement
with the Internal Revenue Service in order to liquidate delinquent payroll taxes
of  approximately  $231,535 and remove a tax lien filed by such  authority.  The
agreement  required  the  Company to pay  $25,000 per month until such amount is
fully paid. As per the terms of the agreement,  the Company must also pay timely
all current payroll taxes. As of September 30, 1996 the Company has not made all
the  required  $25,000  monthly  payments  and has not paid  timely all  current
payroll  taxes.  Payroll taxes payable  amounted to $354,257 as of September 30,
1996.

     On August 14, 1995 the Company successfully  completed its public offering.
As a result,  the Company sold 791,850  shares which  included  91,850 shares in
connection  with the exercise of the  underwriter's  over-allotment  options and
494,500  warrants which included 64,500 warrants  pursuant to the  underwriter's
over-allotment  option.  The Company  yielded a total net proceeds of $2,077,903
after deducting underwriter selling expenses and expense allowance, repayment of
bridge loans and  promissory  notes and related  accrued  interest to the bridge
lenders  and  private  investors,  and the  pre-payment  of the first two year's
financial  consulting  agreement with the underwriter.  Simultaneously  with the
offering, the Company charged all deferred offering costs incurred to additional
paid-in capital which totalled $903,820.


                                      F-12

<PAGE>

ITEM 2       -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS (Cont'd)

Liquidity and Capital Resources (Cont'd)

     On September  9, 1995,  the  Company's  majority  stockholder  Bridge Corp.
purchased  at $2.50 per share 5,665 common  shares of the Company be  exercising
its  right  pursuant  to the  terms of a  special  warrant  issued  only to such
stockholder.  As  a  result,  the  Company's  major  stockholder  increased  its
ownership of the Company to 50.01% from 49.95%.



                                      F-13

<PAGE>


                          PART II - OTHER INFORMATION


ITEM 1 - Legal Proceedings:

           None

ITEM 2 - Changes in Securities:

           None

ITEM 3 - Defaults Upon Senior Securities:

           None

ITEM 4 - Submission of Matters to a Vote of Security Holders:

           None

ITEM 5 - Other Information:

           None

ITEM 6 - Exhibits and Reports on Form 8-K:

           None

                                      F-14

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this Report to be signed on its behalf
by the undersigned  thereunto dult authorized as of the 18th day of November 18,
1996.


                                                       U.S. BRIDGE of N.Y., INC.

                                                           By: /s/ Joseph Polito
                                                                       President

                                                           By: /s/ Steven Polito
                                                                       Treasurer











                                     F-15
<PAGE>