SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                       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

                         U.S.A. SUNRISE BEVERAGES, INC.
             (Exact name of registrant as specified in its charter)

         SOUTH DAKOTA                          46-0439668

(State or other jurisdiction of              (IRS Employer
incorporation or organization)              Identification No.)

     P.O. BOX 938 Spearfish, SD                   57783

(Address of principal executive                (Zip Code)
           offices)

                                 (605) 642-5560
             (Registrant's telephone number including area code)

     Indicate by check mark whether the registrant (1) has filed all reports
     required to be filed by Section 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.

                                   Yes X No __

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

Registrant had 3,750,000 shares of common stock, no par value,  outstanding as
of March 31, 1999.

<PAGE>
                        U.S.A. SUNSHINE BEVERAGES, INC,
                               TABLE OF CONTENTS

                                                                           PAGE

PART I.        FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Consolidated Statements of Income for the three
                  months ended March 31, 1999 and 1998...........

               Consolidated Balance Sheets as of March 31, 1999
                  and December 31,1998...........................

               Consolidated Statements of Cash Flows for the
                  three months ended March 31, 1999 and 1998.....

               Notes to Consolidated Financial Statements........

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations...............

PART II.  OTHER INFORMATION

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


The number of shares outstanding of the registrant's preferred stock as of March
31, 1999 is 400,000 shares.

The number of shares  outstanding of the  registrant's  common stock as of March
31, 1999 is 3,750,000 shares.

                         PART I - FINANCIAL INFORMATION

Item 1.        Financial Statements.

               Consolidated Balance Sheets - March 31, 1999 (unaudited) and
                  December 31, 1998.

               Consolidated  Statement  of  Operations - Three months Ended
                  March 31, 1999 and 1998 (unaudited)

               Consolidated Statement of Cash Flow - Three months Ended
                  March 31, 1999 (unaudited)

Item 2.        Management's Discussion and Analysis of Financial Condition
               and Results of Operations.

               (1) Liquidity

                    As of March 31, 1999,  Registrant had cash of $12.00.
                    Cash  resources have been generated by advanced loans to the
                    Company from an officer of the Company and Paul Miller Trust
                    and are being used  primarily  to fund  operating  expenses.
                    Registrant  is  not  aware  of  any  additional  sources  of
                    liquidity.

               (2) Results of Operations

                    As of March 31, 1999,  Registrant  has not  conducted any
                    operations.  Registrant  filed its Amended Form 10-SB on
                    April 27,  1999.  Registrant  plans to  commence  operations
                    within fiscal year 1999.



<PAGE>

                         U.S.A. Sunrise Beverages, Inc.
                                  Balance Sheet


    Assets


                                             March 31, 1999    December 31, 1998
Current Assets
Cash                                           $         12         $    2,874
Supplies Inventory                                    1,350              1,350
                                               ------------        -----------

Total Current Assets                                  1,362              4,224

Property and Equipment Net                            3,984              3,984
                                               ------------        -----------

  Total Assets                                 $      5,346        $     8,208
                                               =============       ===========

   LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
   Accounts Payable                            $       23,066      $    24,897
   Notes Payable                                      167,394          165,564
   Notes Payable-Officers                              99,881           99,861
   Accrued Interest                                    26,699           24,029
   Dividends Payable                                  120,000          120,000
                                               --------------      -----------

   Total Current Liabilities                          437,040          434,351

STOCKHOLDER'S EQUITY
   Preferred stock, $0.01 par value
   500,000 shares issued and
   outstanding                                            4,000          4,000
   Common stock, $0.01 par value.
   3,750,000 shares issued and
   outstanding                                           37,500         37,500
   Additional paid in capital                         1,097,801      1,097,801
   Deficit accumulated during
   the development stage                             (1,570,995)    (1,565,444)
                                               -----------------    -----------

   Total stockholder's
   Equity (deficit)                                     (431,694)     (426,143)
                                               ------------------   -----------


   Total Liabilities and
   Stockholder's Equity                        $           5,346  $      8,208
                                               =================  =============

The accompanying notes are an integral part of these financial statements.


                         U.S.A. Sunrise Beverages, Inc.
                      Consolidated Statements of Operations
         For the Three Months Ended March 31, 1999 and 1998 (unaudited)


                                               Three months        Three months
                                                  Ended               Ended
                                               March 31,1999     March 31, 1998

Revenues                                       $          -      $           -
Cost of Sales                                             -                  -
                                               ------------         ----------
Gross Profit                                              -                  -

Selling, general and
administrative expenses                               2,881              4,976
                                               ------------        -----------

Net loss from operations                              (2,881)            4,976

Other Expense
   Interest expense                                   (2,669)          (10,267)
                                               --------------      -----------

Net loss                                       $      (5,550)     $     (5,291)
                                               ============        ============

Basic net loss per share                       $      (0.0013)   $     (0.0013)
Weighted average shares
outstanding                                         4,150,000        3,962,500


The accompanying notes are an integral part of these financial statements.

<PAGE>

                         U.S.A. Sunrise Beverages, Inc.
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 1999 and 1998
                                   (unaudited)

                                                             Three months ended
                                                                  March 31,
                                                             ------------------
                                                             1999         1998
                                                             ------------------


Cash flows from operating activities
  Net loss                                                 ($5,550)    ($5,291)

  Adjustments to reconcile to net loss
  to net cash (used in) provided by
  operating activities

  Change in accounts payable                                (1,832)     (8,107)
  Change in other current liabilities                        2,670      14,029
                                                           -------   ---------
  Net cash provided by (used by)
  operating activities                                      (4,712)      (631)
                                                            --------  --------

  Net cash provided by (used by)
  investing activities                                           -0-       -0-

Cash flows from financing activities
  Change in short term notes payable                         1,830      3,477
  Repayment of loans from shareholder                           20         -0-
  Net cash provided by (used by)
  financing activities                                       1,850      3,477

 Net increase (decrease) in cash                            (2,862)     2,846

Cash at beginning of period                                  2,875         29
                                                            -------   --------

Cash at end of period                                      $    13   $  2,875
                                                            ========  ========

The accompanying notes are an integral part of these financial statements.

<PAGE>

NOTE 1 - BASIS OF PRESENTATION

The unaudited consolidated financial statements of U.S.A Sunrise Beverages, Inc.
(the  "Registrant")  and related notes have been prepared  pursuant to the rules
and regulations of the Securities and Exchange Commission.  Accordingly, certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
omitted  pursuant to such rules and regulations.  The accompanying  consolidated
financial  statements and related notes should be read in  conjunction  with the
audited financial statements in Form 10-SB of the Registrant, and notes thereto,
for the year ended December 31, 1998.

The  information  furnished  reflects,   in  the  opinion  of  management,   all
adjustments,  consisting  of normal  recurring  accruals,  necessary  for a fair
presentation of the results of the interim periods presented.

Results for the quarter ended March 31, 1999 are not  necessarily  indicative of
the results that may be expected for the full year ending December 31, 1999.

PART II - OTHER INFORMATION


Item 1.        Legal Proceedings

         To the best of its knowledge, Registrant is not party to, nor is any of
its property the subject of, any pending  material legal  proceedings,  except a
certain  note  payable to a  stockholder,  currently in default and subject to a
June, 1997 judgment for $72,564 plus statutory interest at 5%.



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

                                 U.S.A Sunrise Beverages, Inc.
                                 ----------------------------
                                          (Registrant)



Date: June 11, 1999               /s/ Omar Barrientos
-----------------------------------
                                 Omar Barrientos,
                                 President, Chief Executive Officer and
                                 Treasurer)