<PAGE>

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                     For the Quarter Ended February 29, 2000

                         COMMISSION FILE NUMBER 0-13895

                              MOTORSPORTS USA, INC.
               (Exact name of Issuer as specified in its charter)


         Delaware                                          34-1444240
(other jurisdiction of                                   (I.R.S. Employer
incorporation or organization)                     Identification No.)


                           106 East South Main Street
                          Waxham, North Carolina 28173
                         (Address of principal offices)
                                 (416) 729-4321
                (Issuer's telephone number, including area code)


         Indicate by check mark whether the Issuer (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 Issuer
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                Yes ( X ) No ( )

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

         Title of Each Class              Outstanding at February 29, 2000

Common Stock, $0.0001 Par Value                  16,444,465 Shares


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                                TABLE OF CONTENTS

PART  I  FINANCIAL  INFORMATION
ITEM 1  Financial Statements
ITEM  2  Management's Discussion and Analysis of
         Financial Condition and Results of Operations

PART  II  OTHER  INFORMATION
SIGNATURES


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<PAGE>

                              MOTORSPORTS USA, INC.


                 See accompanying notes to financial statements


                                February 29, 2000


Note 1.  INTRODUCTION  TO  OUR  BUSINESS

         Motorsports USA, Inc. ("MUSA") or the "Company") is introducing and
promoting the new sport of 1/5 scale remote controlled stock car racing. This
exciting motor sport is based on a fast, reliable miniature racecar designed and
built for MUSA in the United States.

         In 1947, stock car racing was a sport that had grown from its rural
roots, to a sport poised on the edge of overwhelming public popularity. Although
auto racetracks throughout the country were drawing more drivers to race in
front of increasingly larger crowds, racing rules varied from track to track. As
the result of a meeting to organize and establish parameters for the Daytona
Beach racing event, in late 1947, the National Association of Stock Car Auto
Racing ("NASCAR") was established. The first NASCAR-sanctioned race was then
held on Daytona's beach course in February 1948. The National Association of
Stock Car Auto Racing has gone on to become the foremost sanctioning body for
auto racing in the U.S.

         Largely due to the efforts of NASCAR, auto racing has become the
largest spectator-sporting event in the world. There are approximately 19 motor
speedways and super-speedways located throughout the United States with an
average seating capacity per track in excess of 100,000. Numerous tracks feature
condominiums and executive suites to enhance the experience of spectator
viewing. As a result of the continued increasing popularity of stock car racing,
many of these tracks have recently completed or continue to undergo substantial
Capacity additions, while numerous tracks are scheduled for construction.

         By 1989, 10 years after the first live television broadcast, every race
on the NASCAR Winston Cup Series schedule was televised, nearly all of them
live. In 1994, all NASCAR Winston Cup Series events were broadcast live on
television by ABC, CBS, ESPN, TNN, or TBS. All NASCAR Busch Series events were
also televised; all but two were live broadcasts.


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<PAGE>

         In 1994, the NASCAR Winston Cup Series drew 4,896,000 fans for 31
events, up nearly 1 million from the year before and an average of 17,936 per
event. The NASCAR Busch Series Grand National Division drew 1,302,400 for an
average of 46,514 for 28 events. In addition to the more than 6 million people
who attended NASCAR Busch Series events in 1994, more than 200 million watched
at home.

         In 1998, NASCAR broadcast coverage was exploding, with more than 200
hours of prime-time coverage scheduled on some of the nations premier television
networks.

         Although stock car racing may be considered a mature market, its
popularity continues to grow. The sport continues to generate increasing
revenues from many areas including sponsorships, ticket sales, merchandising,
and television broadcasts. The sport has recently implemented programs to make
auto racing a more family-oriented event and to reach out to younger racing
enthusiasts, which programs have already expanded the demographic base. As
described below, MUSA expects to capitalize on the industry's initiatives in
family entertainment through the promotion of remote controlled 1/5 scale racing
cars.

         These racecars have been designed and built to closely resemble full
sized `Winston cup' stock cars. The cars are approximately three feet long with
the chassis constructed of 4160 Chrome-Moly steel tubes. They are powered by a
23cc two-stroke gas engine and are controlled by radio. The bodies are molded in
Lexan to provide authentic appearance and durability. The cars use disk brakes
and have all the chassis adjustments of full sized racecars. These small
racecars make it possible for hundreds of thousands of NASCAR fans to
participate in stock car racing at a fraction of the cost of full sized racing
and in complete safety.

         MUSA has a two-fold strategy to promote this exciting new motor sport.
First is the creation of scale stock car racing clubs across the United States.
These clubs will be established in small to medium sized towns, and become the
`grass roots' of this new motor sport. The second is the deployment of large
indoor racing centers called Rolling Thunder Domes, designed as location based
family entertainment facilities.

         The race clubs will race on temporary tracks set up in parking lots.
MUSA has designed a trailer that houses all the necessary equipment to support
racing. This includes an inventory of club racecars for members to race, the
computerized timing system, track markers, safety barrier, public address system
etc. The roof of the trailer is specially reinforced to allow members to stand
on the roof while driving to give them a better vantage point.

         The timing system uses small transponders that are fixed to the
racecars and a sensor wire that crosses the track to time each car as it passes.
This timing signal is passed to the computer, which records lap times, average
speeds etc. for each car. At the end of a race, club members receive a print out
of their individual times in order to track


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performance. The timing system supports different forms of racing from timed
events, i.e. the number of laps completed in a given time, as well as qualifying
runs etc.

         MUSA expects that `Big Box Stores' such as K Mart and Home Depot will
make parking lots available. These companies have made major investments in
NASCAR racing by way of sponsorships. Supporting local clubs further leverages
their sponsorship investment and we expect these companies to make a financial
contribution to the local club, linking their marketing investment directly to
their customer in the local communities.

         In order to establish and promote new clubs, MUSA is positioning full
time organizers in the field. These local organizers will establish and then
manage a number of clubs in their region. They will recruit suitable club
officials who will handle the daily running of club activities, and assist these
officials in membership building drives.

         As multiple clubs are established in a given region our organizers will
promote inter club-racing events leading to local and regional racing, which in
turn will lead to a national series of championship races. The organizers will
also facilitate racecar sales to those members who should wish to own their own
car. MUSA will make a cash contribution to the club for each car sold to their
members, providing the club with another revenue source for club building
activities.

         To strengthen the clubs' links to the local community MUSA has designed
a number of promotional outreach programs that individual clubs can use to
create ties with charitable and other local social organizations. Also MUSA's
local organizer will help the club to expand its social activities to provide
the member's families with many non-racing events. The clubs will be encouraged
to promote the sport at the local level by expanding their membership through
demonstration events. These events, sponsored by local businesses, will provide
the clubs with revenue for further expansion, as well as attract new members.

         MUSA intends to establish hundreds of clubs throughout the United
States. These clubs will be the grass roots of this exciting new motor sport.

         The Company has designed the rolling Thunder Dome (the "Dome"), which
will house MUSA's stock car racing interactive entertainment experience. The
Domes will be the `Super Speedways' of 1/5 scale racing. The basic Dome features
a 70,000-sq. ft. air supported structure, which is climate controlled and
constructed of heavy duty 2ply PVC. The Dome's unique design and construction
allow the structure to be erected virtually anywhere, and operated in all
climates. The primary Dome measures approximately 240 feet wide by 270 feet long
by 60 feet high. A secondary Dome, which is part of the basic package, measures
approximately 78 feet in diameter by 40 feet high. A tunnel, measuring
approximately 30 feet wide, joins the two domes. Utilizing a modular structure,
the Dome operates consistent with the specific location requirements.


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<PAGE>

         For an added price, MUSA plans to offer an additional package, which is
attached to the basic Dome, called "KID'S TOWN USA". Kid's Town USA is a Dome
package with entertainment components catering to families with younger
children. MUSA also intends to offer additional modular Dome concepts that could
be used for a variety of themed interactive entertainment centers.

         The turnkey cost for the complete Dome attraction package (excluding
Kid's Town USA and other modular Domes) is approximately $5.2 million. The cost
includes Type I and Type III cars (hereinafter defined) and local staff
training, but excludes the Kid's Town USA package and additional Domes. The
price assumes a suitable pad for the structure, which, due to the Domes unique,
no load bearing structure, could be an asphalt or concrete parking lot. The
lead-time from order date to operational date (including staff training) is
approximately four to six months. MUSA intends to sell the Domes on a
non-recourse basis to third party operators/investors.

         Based on MUSA's research, there does not appear to be any similar
type of entertainment attraction in the world. As a result, the Company
believes that each of its events will present a unique opportunity. The
interactive entertainment offered by MUSA inside the Domes shall consist of
numerous auto racing related events, which include, but are not limited to,
the following:

         (I) A MULTI-MEDIA EXTRAVAGANZA ENTITLED "ALL-AMERICAN HORSEPOWER".
Set up in the main Dome, All-American Horsepower traces the evolution of the
use of American "stock cars" with their modified engines, from the initial
days when they were used to outrun the law while carrying their moonshine
cargo to the modern form of U.S. auto racing.

         The main Dome is equipped with a very large video screen
(approximately 52 feet wide by 42 feet high) that appears to float in the
air. Utilizing a highly sophisticated computerized lighting and environmental
sound system, the event will commence with a darkly lit Dome; centering
attention on the video screen as it transports the spectators to a serene
1920's era Kentucky Mountain View. Highlighted by traditional banjo music and
other environmental factors, the images then depict the use of the normal
looking, modified autos as they attempt to out-race the law while
transporting moonshine on a typical route, e.g. Wilkesboro, NC to Atlanta,
GA. Next, under a bright spotlight, two scaled down vintage cars appear on
the racetrack, one a rumrunner, the other a police car that gives chase to
the moonshine-carrying auto. They race each other, the rumrunner wins and
both cars finally disappear into the race pit. The event is expected to last
approximately 90 minutes and includes other special one of a kind scaled down
vehicles ("Type III cars") and other stimuli, which should emulate the
experience of being in the actual environment. Certain of the Type III cars
will be on static display for viewers to inspect.

         MUSA will use the multi-media extravaganza to encourage spectators to
race the 1/5 scale model cars described in (II) below. Additional entertainment
modules, within the All-American Horsepower theme, will also be presented to the
spectators throughout


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the course of their Dome visit. In addition to being highly entertaining,
these modules permit MUSA downtime for refueling and auto maintenance.

         To further persuade the spectators to race, during All-American
Horsepower, MUSA will have several trained drivers race the model cars at high
speeds to demonstrate the cars' capabilities.

         (II) REALISTIC REMOTE CONTROLLED RACING OF 1/5 SCALE MODEL STOCK
CARS. In addition to All-American Horsepower, as alluded to above, the main
Dome will house two separate race tracks, with grandstands for spectator
viewing, which can be quickly reconfigured to form one large race track. The
tracks, which will be approximately 1/5 scale, will be constructed with a
Tartan surface with every effort being taken to ensure the racing environment
simulates that of an actual racetrack.

         Individuals who purchase a driving ticket will undergo a brief initial
instruction period on specially designed racing simulators. Upon his or her
successful completion of the training program, each individual will be furnished
with a racing license. The racing license resembles a bank passbook and includes
the drivers' name, addresses and other relevant demographic information.

         The licensed individuals will then be permitted to race a gasoline
powered, remote controlled stock car, which a 1/5 scale model of the cars
currently use on the stock car racing circuit (a "Type I car"). The Type I, II
(hereinafter defined) and III cars are constructed with a chassis made of
chrome-moly steel tubes and suspension components made in the same way as real
racecars. The cars' are powered by working two-stroke gasoline engines. The
cars' bodies are molded in heavy gauge Lexan and their tires are matched to the
Tartan track in order to provide the proper amount of traction.

         In full racing trim, the cars can reach speeds of approximately 50 to
60 miles per hour. However, MUSA will limit the speeds of the cars operated by
the general public to approximately 15 to 20 miles per hour. MUSA has the unique
technological capability to control the cars' performance through the use of a
computerized control system that works through the radio transmitters of the
cars' remote control units. The cars have been extensively tested and are
considered to be extremely durable. With normal maintenance and tire
replacement, the cars' manufacturer forecasts many thousands of operation hours
at racing speed. Because MUSA will restrict the RPM of the Type I cars, the
Company anticipates a life expectancy of approximately three to five years. The
price of the Type I cars is included in the turnkey cost of the Dome.

         When configured as two tracks, the facility will accommodate 16 drivers
in two groups of eight. Each race is expected to last approximately six laps or
approximately seven minutes. Due to it's unique computer control system MUSA has
the ability to throttle down a car to ensure the timely stoppage of a race.


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         In addition to the demographic information mentioned above, the racing
licenses will include each drivers' lap times, average lap speed and other
relevant information. Such information will be updated with each race and later
used to classify the drivers in order to invite them to future events,
commensurate with their skill level.

     (III) SALE OF 1/5 SCALE MODEL STOCK CARS TO PRIVATE INDIVIDUALS. As it is
anticipated the Dome will be operated by its owner/operator as a permanent
structure in each market, MUSA will encourage individuals to purchase their own
1/5 scale model stock cars ("Type II cars"). The retail price of these cars is
expected to be approximately $3,500. Type II owners will be able to use the
Dome's facilities during weekday evenings and will be invited to special "owner
only" races and related events. Regional and national competitions will be
organized as the Dome network expands offering car owners the chance to race for
prestige and prizes. Type II owners will also be permitted to rent the dome
facilities for their private events.

     (IV) CORPORATE EVENT PACKAGE. In order to help cover the operators' fixed
costs, MUSA is in the process of designing a number of corporate packages for
the use of the dome facility as a venue for product launches, seminars, employee
outings and motivational sessions, customer hospitality occasions, etc. Each
event will include a racing related theme.

     (V) MERCHANDISING OF STOCK CAR RACING AND MUSA ITEMS. Under one of the
secondary Domes, MUSA will include a merchandising area where it is anticipated
that the owner/operator will sell numerous racing themed merchandise items as
well as food and beverages. MUSA anticipates that it will retain a carried
interest in certain of the merchandising activities that occur in the Domes.

     (VI) KID'S TOWN USA. Designed with streets and neighborhood buildings
constructed out of child-safe molded plastic, Kid's Town USA is essentially a
large-scale reproduction of a small town. Targeted to families with children
ages four to nine, Kid's Town USA will offer a variety of racing oriented
entertainment. For a fee, the children will board a small bus to safely escort
them under a highly supervised environment by trained professionals. Prior to
boarding the bus, each parent must enroll the child in the Kid's Town USA
program and input other pertinent information into a computer. Thereafter, the
child will be required to wear a radio tracking device that communicates with
the computer and the parents, indicating where the child is at all times. Access
to Kid's Town USA will be tightly restricted and a child cannot leave the Dome
while wearing a transmitter without setting off an alarm. In addition, Kid's
Town USA will be monitored by video cameras that will transmit images to a bank
of television monitors located in the Domes.

     (VII) OTHER RACING ORIENTED ACTIVITIES. If an owner/operator desires, he
may purchase an additional Dome, which will include various racing related
arcade games, simulators and other forms of racing related entertainment.


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         MUSA will actively pursue the sale of the Domes and their related
packages to various interested third parties throughout North America. At a cost
of approximately $5.2 million for the basic package, each Rolling Thunder Dome
will be a separate entity, and will be sold on a non-recourse basis to third
parties. MUSA anticipates receiving staged payments for each Dome, once final
payment is received, MUSA's involvement in each Rolling Thunder Dome will
include, but not be limited to, the receipt of revenues from the exclusive right
to sell the Type II racing cars to private individuals and maintenance of the
Type I racing cars.

         Although there are approximately 19 stock car motor speedways and
super-speedways located in the U.S., based on MUSA's research, there are
approximately 50 potential Rolling Thunder Dome sites located in North America.
The Company has also identified approximately 50 Dome sites in Europe and the
Middle East with an additional 10 dome sites in the Far East.

INCREASING POPULARITY OF STOCK CAR RACING
         MUSA's entertainment extravaganza is a "one of a kind" event that has
not been previously introduced to both the auto racing consumer and the general
public. Given that auto racing is the largest single spectator sport in the
world and that it's popularity continues to increase, management perceives this
to be an extraordinarily opportune time to bring this product to market.

INCREASING EMPHASIS ON FAMILY ORIENTED ENTERTAINMENT
         While auto racing is strictly a spectator sport, MUSA's entertainment
extravaganza is an interactive racing experience, designed for the entire family
to enjoy. With tickets to major racing events becoming increasingly expensive,
the rolling Thunder dome provides a family with an entire day's entertainment at
a fraction of the cost of attending an actual race, MUSA also expects to attract
families with younger children and to introduce them to auto racing and the
Rolling Thunder Dome experience.

EXCLUSIVE RIGHTS TO SELL AND REPAIR 1/5 SCALE MODEL STOCK CARS
         MUSA has entered into an exclusive global agreement with a manufacturer
to market and sell the chrome-moly steel tube chassis 1/5 scale model cars,
built in the USA, to private individuals. Based on the Company's research, no
other entity has made 1/5 scale gasoline two-stroke engine powered, racing stock
cars available to the general public. In addition, the Company will retain the
right to service the Type I and III cars, sold with the Rolling Thunder Dome
packages.

COMPUTER CONTROLLED RADIO TRANSMITTER
         MUSA believes that it has developed exclusive technology that permits
it to remotely control the performance of Types I and II cars in terms of speed,
braking, steering etc.

SPONSORSHIP REVENUES


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         Stock car drivers, race teams and sponsors offer an extremely lucrative
opportunity for additional revenue for MUSA. The Company anticipates the ability
to access sponsorship funding through various promotional campaigns, tie-in's,
spokesperson agreements and individual marketing efforts.

CORPORATE PACKAGE PLANS
         MUSA is currently formulating various packages it expects to offer
corporations that have expressed a desire to host events at the Rolling Thunder
Domes located throughout North America. In addition, MUSA anticipates that many
additional companies will express an interest to host "racing theme" events in
the Dome facilities.

INTERNATIONAL MARKETING
         MUSA anticipates the ability to market and sell its rolling Thunder
Domes to operators/investors/corporations in European, Middle and Far Eastern
countries.

DOME SALES ON A NON-RECOURSE BASIS
         As a result of the Company's exclusive agreement with T.H. Holdings,
Inc., MUSA will market and sell the Rolling Thunder Domes on a non-recourse
basis at an approximate selling price of $5.2 million.

MAILING LIST
         Due to MUSA's intention to issue racing licenses to all individuals who
race at the Dome, or at the Racing Clubs, the Company will retain extensive
demographic data on all such participants. This information will prove extremely
valuable to the successful marketing of future Dome events as well as
merchandising MUSA related items.


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PART I  -  FINANCIAL  INFORMATION

ITEM 1.  Financial Statements


                              Motorsports USA, Inc.

                                  Balance Sheet
                                    UNAUDITED
                                February 29, 2000

                                  ASSETS

<TABLE>
<S>                                                                          <C>
Cash & Cash Equivalents                                                      $               365
Racecars                                                                                  97,000
Tools                                                                                     30,000
Misc. Parts                                                                               10,000
                                                                             --------------------
                               TOTAL ASSETS                                  $           137,365
                                                                             --------------------

                    LIABILITIES AND STOCKHOLDERS EQUITY

Loans                                                                        $            72,270

                                                                             --------------------
                             TOTAL LIABILITIES                               $            72,270
                                                                             --------------------


Stockholders' Equity

      Serial Preferred Stock, convertible $.0001 par
      value; 100,000 shares authorized; 100,000 shares                       $                 0
      issued 0 shares outstanding; 100,000 shares
      converted

      Common Stock, $.0001 par value; 50,000,000
      Authorized; 16,444,465 shares issued and                               $             2,310
      outstanding at 02/29/00.

Additional Paid-in-Capital                                                   $        17,198,382
Retained Earnings (Deficit)                                                  $       (17,135,597)
                                                                             --------------------

                        TOTAL STOCKHOLDERS' EQUITY                           $            65,095
                                                                             --------------------

                TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $           137,365
                                                                             --------------------
</TABLE>


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<PAGE>

                              Motorsports USA, Inc.

                                Income Statement
                                February 29, 2000


<TABLE>

<S>                                                                          <C>
INCOME

     Gross Sales                                                             $                 0
                                                                             --------------------

                                  TOTAL INCOME                               $                 0
                                                                             --------------------


EXPENSES


     Research & Development                                                  $             9,290
     Office                                                                               16,247
     Payroll                                                                              46,373


                                                                             --------------------

                                 TOTAL EXPENSES                              $            71,910
                                                                             --------------------

                                NET INCOME (LOSS)                            $           (71,910)
                                                                             --------------------

</TABLE>


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

Financial Condition

         The company has completed a pilot marketing program and is currently
seeking a large capital infusion to implement the national plan. Company
operations are being financed through short-term loans in the interim. Expansion
opportunities are being actively pursued to broaden the growth potential while
the national plan is concurrently being implemented. Management is evaluating
the staffing requirements to effectively produce the expanded results of the
composite operations.


PART II  -  OTHER  INFORMATION

ITEM 1.  LEGAL PROCEDINGS
             NONE

ITEM 2.  CHANGES  IN  SECURITIES
             NONE

ITEM 3.  DEFAULTS  ON  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
         A. Exhibits  None
         B. Report on Form 8-K  Filed


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                                   SIGNATURES

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

                                                     MOTORSPORTS  USA,  INC.

                                                     /s/

                                                     Michael A. Drew
                                                     Chief Executive officer
                                                     Dated:  February 29, 2000


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