<PAGE>


                  SECURITIES  AND  EXCHANGE  COMMISSION
 
                         Washington,  DC  20549

                              Form  10-QSB

(Mark One)
[X]  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF
     THE  SECURITIES  EXCHANGE  ACT  OF  1934  FOR  THE  QUARTERLY  
     PERIOD  ENDED  February  28,  1997  OR

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE 
     SECURITIES  EXCHANGE  ACT  OF  1934  OR  THE  TRANSITION  PERIOD  FROM 
     _____________  TO  ____________


Commission file number   33-96638-A
                         ----------

                   U S  Amateur  Sports,  Inc.
         ____________________________________________________
        (Exact name of registrant as specified in its charter)

          Florida                                  65-0538051
      __________________________________________________________
     (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization)           Identification No.)

                       3932 RCA Blvd.,  Suite 3902
                   Palm Beach Gardens, Florida   33410
                 _______________________________________
        (Address of principal executive offices)  (Zip code)

                            (561) 622-4395
           __________________________________________________
          (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 __

The number of shares outstanding of registrant's classes of common equity, as
of February 28, 1997

     Common Stock,  Par Value $.0001,  6,000,600 Shares

<PAGE>


U S Amateur Sports, Inc.                                           Form 10-QSB
                                                             February 28, 1997


                                  INDEX


PART  I       FINANCIAL  INFORMATION                              PAGE  NO.
              ----------------------

 ITEM  1      FINANCIAL  STATEMENTS

              Balance Sheets:
              February 28, 1997 and
              May 31, 1996                                           F2

              Statements of Operations:
              For the Nine Month Periods Ended
              February 28, 1997 and February 29, 1996                F3
              and the Period from June 14, 1995 (Date
              of Inception) to February 28, 1997

              Statements of Operations:
              For the Three Month Periods Ended
              February 28, 1997 and February 29, 1996                F4

              Statements of Cash Flows:
              For the Nine Month Periods Ended
              February 28, 1997 and February 29, 1996
              and the Period from June 14, 1995 (Date
              of Inception) to February 28, 1997                     F5

              Statement of Stockholders' Equity                      F6

              Notes to Financial Statements                          F7

 ITEM  2      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
              OR  PLAN  OF  OPERATION                                 3


PART  II      OTHER  INFORMATION

              ITEMS  1-6                                              4



<PAGE>

                                
                         U S AMATEUR SPORTS, INC.
                      (A Development Stage Company)
                             BALANCE SHEETS
                    February 28, 1997 and May 31, 1996
<TABLE>
<CAPTION>                          
                                
                                         February 28, 1997        May 31, 1996
                                         -----------------        ------------
ASSETS                                      (Unaudited)             (Audited)
<S>                                      <C>                    <C>   
  Cash                                    $    1,690             $     4,587
  Accounts and advances receivable            16,206                  10,545
  Inventories                                 78,156                  84,968
  Prepaid expense                              3,000                  13,821
  Property and equipment                      56,834                  67,342
  Rights to technology and associated 
   trademarks                                 37,173                  44,291
  Proprietary manuals                             --                      --    
  Deferred charges                             6,069                   8,020
                                             _______                 _______
    TOTAL ASSETS                           $ 199,128               $ 233,574
                                             =======                 =======
LIABILITIES
                                
  Accounts payable                        $   33,387              $   30,294
  Notes payable                               59,195                  61,295
  Loans from stockholders                    142,350                 122,500
  Accrued interest                            19,573                   6,033
                                             _______                 _______
    TOTAL LIABILITIES                        254,505                 220,122
                                             -------                 -------
STOCKHOLDERS' EQUITY
                                
  Common stock, $.0001 par value,
    50,000,000 shares authorized,
    6,000,600 shares issued and 
    outstanding                                 600                      600
  Additional paid-in capital                215,340                  175,704
  Deficit accumulated during the 
   development stage                       (271,317)                (162,852)
                                           _________                _________
    TOTAL STOCKHOLDERS' EQUITY              (55,377)                  13,452
                                           ---------                --------
    TOTAL LIABILITIES                      _________               _________
    & STOCKHOLDERS' EQUITY                 $ 199,128               $ 233,574
                                           =========               =========
</TABLE>
                       See notes to financial statements
<PAGE>
                                
                         U S  AMATEUR  SPORTS,  INC.
                     (A  Development  Stage  Company)
                         STATEMENTS  OF  OPERATIONS
Nine-Month  Periods  Ended  February  28,  1997  and  February  29,  1996
and  the  Period  from  June  14,  1994  (Date  of  Inception)  to  February 
28,  1997
                               (Unaudited)
<TABLE>                                
<CAPTION>                         
                                     Nine Months   Nine Months   June 14, 1994
                                        Ended         Ended     (Inception) to
                                     February 28,  February 29,   February 28,
                                        1997           1996           1997
                                     ------------  ------------   ----------- 
<S>                                  <C>           <C>            <C>
SALES                                 $   41,400    $     728      $   44,848
                                
     Cost of goods sold                   21,450          447          23,769
                                          ______       ______          ______
GROSS  PROFIT                             19,950          281          21,079
                                
EXPENSES
                                
     Freight                               2,748           --           2,748
     Research and development                 --          267          32,222
     Professional fees                    37,203        4,750          53,891
     Advertising and promotion             2,146          545           6,871
     Travel                               13,637        4,086          27,709
     Rent                                  7,369        3,240          20,147
     Office, Telephone
      and Other Operating Expenses        30,909        2,467          58,082
     Interest                             13,541        2,087          19,574
     Depreciation                         11,793        4,971          24,983
     Amortization                          9,069        2,741          60,550
                                         _______       ______         _______
     TOTAL  EXPENSES                     128,415       25,154         292,396
                                
                                       __________   __________      __________
NET  LOSS                              $(108,465)   $( 24,873)      $(271,317)
                                       ==========   ==========      ==========
</TABLE>
                                
                                
                                
                                
                     See notes to financial statements.
<PAGE>                        
                        U S  AMATEUR  SPORTS,  INC.
                     (A  Development  Stage  Company)
                        STATEMENTS  OF  OPERATIONS
Three-Month  Periods  Ended  February  28,  1997  and  February  29,  1996
                              (Unaudited)
<TABLE>
<CAPTION>        
                                                 Three Months    Three Months
                                                     Ended           Ended   
                                                 February 28,     February 29, 
                                                     1997             1996
                                                 ------------     ------------
<S>                                              <C>              <C>
SALES                                             $   11,378       $      728 
     Cost of goods sold                                6,554              447  
                                                      ______           ______ 
GROSS  PROFIT                                          4,824              281
                                
EXPENSES
                                
     Freight                                           1,462              --  
     Professional fees                                14,381          (1,500)
     Advertising and promotion                            --             370
     Travel                                            4,691           4,086
     Rent                                              2,677             720
     Office, Telephone
      and Other Operating Expenses                    18,362           1,733
     Interest                                          4,607           2,087
     Depreciation                                      3,940           3,134
     Amortization                                      3,023           1,441
                                                      ______          ______
     TOTAL  EXPENSES                                  53,143          12,071
                                                   __________      __________
NET  LOSS                                          $( 48,319)      $( 11,790)
                                                   ==========      ==========  
                                
</TABLE>
                                
                                
                                
                   See notes to financial statements.
<PAGE>
                      U S  AMATEUR  SPORTS,  INC.
                   (A  Development  Stage  Company)
                     STATEMENTS  OF  CASH  FLOWS
Nine-Month  Periods  Ended  February  28,  1997  and  February  29,  1996
and  the  Period  from  June  14,  1994  (Date  of  Inception)  to  February  
28,  1997
                              (Unaudited)
<TABLE>
<CAPTION>
                                    Nine Months   Nine Months   June 14, 1994
                                       Ended        Ended      (Inception) to
                                    February 28,  February 29,  February 28, 
                                       1997          1996            1997
                                    ------------  ------------  -------------
<S>                                 <C>           <C>           <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss                             $  (108,465)  $  (24,873)   $  (271,317)
Reconciling adjustments:
  Amortization                             9,069        2,741         60,550
  Depreciation                            11,793        4,971         24,983
  (Increase) in receivables               (5,660)      (4,607)       (16,205)
  Decrease in inventories                  6,812           --             --
  Decrease(increase) in prepaid 
    expense                               10,821      (13,154)        (3,000)
  Increase(decrease) in accounts 
    payable                                3,093       10,025         33,387
  Increase in accrued interest            13,540        2,087         19,573
    NET CASH USED BY                     ________     ________      _________
    OPERATING ACTIVITIES                 (58,997)     (22,810)      (152,029)
CASH FLOWS FROM
 INVESTING ACTIVITIES
Purchase of inventories                       --      (11,639)       (78,156)
Acquisition of property and 
  equipment                              ( 1,286)     (50,140)       (81,818)
Purchase of technology and 
  trademarks                                  --      (47,455)       (47,455)
Development of proprietary manuals            --                     (43,333)
Organization costs paid                       --           --        (13,004)
    NET CASH USED BY                     ________    _________      _________
    INVESTING ACTIVITIES                 ( 1,286)    (109,234)      (263,766)
CASH FLOWS FROM
  FINANCING ACTIVITIES
Capital contributions                     39,636        7,600        215,940
Note payable                             ( 2,100)      61,295         59,195
Loans from stockholders                   19,850       63,500        142,350
   NET CASH PROVIDED BY                   ______      _______        _______
    FINANCING ACTIVITIES                  57,386      132,395        417,485
                                          ______      _______        _______
NET INCREASE 
 (DECREASE) IN CASH                       (2,897)         351          1,690
                                
CASH AT BEGINNING OF PERIOD                4,587        1,110             --
                                      __________   __________     __________
CASH AT END OF PERIOD                 $    1,690   $    1,461     $    1,690
                                      ==========   ==========     ==========
</TABLE>
                                
                     See notes to financial statements.
<PAGE>                  
                       U S  AMATEUR  SPORTS,  INC.
                    (A  DEVELOPMENT  STAGE  COMPANY)
                  STATEMENT  OF  STOCKHOLDERS'  EQUITY
       For  the  Nine-Month  Period  Ended  February  28,  1997
     and  the  Period  from  June  14,  1994  (Date  of  Inception)
                         to  February  28,  1997
                               (Unaudited)
<TABLE>
<CAPTION>
                                
                      Common Stock
                      ------------
              Number of Shares          Additional                  Total
                Issued and      Par      Paid-in    Accumulated  Stockholders'
               Outstanding     Value     Capital      Deficit       Equity
             ---------------   -----     -------     ---------    ----------
<S>           <C>          <C>        <C>          <C>            <C>
Balance 
at inception          --         --           --            --            --
                                
Issuance of
common stock   $     600    $ .0001    $ 168,104    $       --     $ 168,704
                                
Net loss, 
year ended
May 31, 1995          --         --           --      (105,740)     (105,740)
                 _______     ______     ________       ________      ________
Balance,
May 31, 1995         600      .0001      168,104      (105,740)       62,964
                                
Capital 
contri-
butions,
year ended
May 31, 1996          --         --        7,600            --         7,600
                                
Net loss, 
year ended 
May 31, 1996          --         --           --       (57,112)      (57,112)
                 _______     ______     ________       ________      ________
Balance,
May 31, 1996         600      .0001      175,704      (162,852)       13,452
                                
Capital 
contri-
butions,
nine months 
ended
February 
28, 1997              --         --       39,636            --        39,636
                                
Net loss,
nine months 
ended
February 
28, 1997                                              (108,465)     (108,465)
                 _______      ______    ________       ________      ________
Balance,
February 
28, 1997     $      600      $ .0001   $ 215,340      $(271,317)    $(55,377)
             ==========      =======   =========      ==========    =========
</TABLE>
                        See notes to financial statements.
<PAGE>               
                           U S  AMATEUR  SPORTS,  INC.
                        (A  Development  Stage  Company)
                        NOTES  TO  FINANCIAL  STATEMENTS
                    February 28, 1997 and February 29, 1996
                                  (Unaudited)
                                    
NOTE A:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
                                    
Basis of Presentation
---------------------
                                    
The accompanying unaudited condensed financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  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, 
all adjustments (consisting of normal recurring accruals) considered 
necessary for a fair presentation have been included.  Operating results for 
the nine month period ended February 28, 1997 are not necessarily indicative 
of the results that may be expected for the year ending May 31, 1997.  For
further information, refer to the financial statements and footnotes thereto 
included in the Company's registration statement declared effective by the 
Securities and Exchange Commission on November 21, 1996.
                                    
Depreciation
------------
                                    
The cost of property and equipment is depreciated over the estimated useful 
lives of the related assets.  Depreciation is computed using the straight-
line method for financial reporting purposes and an accelerated method for 
tax purposes.
                                    
Amortization
------------                                    
Proprietary manuals which are considered pre-opening costs have been 
amortized over a one year period.  Rights to technology and associated 
trademarks are amortized using the straight-line method over five years.  
Deferred charges also are amortized using the straight-line method over five 
years.
                                   
Inventories
-----------                                    
Inventories are stated at the lower of cost or market.  See Note C.
                                 
Adjustments
-----------                         
These interim financial statements include all adjustments which in the 
opinion of management are necessary in order to make the financial statements
not misleading. All adjustments are of a normal recurring nature.
                                
                                    
                                    
<PAGE>                                    
                                    
                                    
NOTE B:  DEVELOPMENT STAGE OPERATIONS
                                    
The Company was incorporated on June 14, 1994.
                                    
Activities since inception have included research, feasibility studies, 
development of business plans and operating procedures, acquisition analysis,
raising of capital, promotion, identification of key executives and 
administrative functions.
                                  
On January 5, 1996, the Company acquired the assets of Performance Paintball
Products, Inc. of Riviera Beach, Florida in exchange for a note in the amount 
of $101,295.  The assets consist of inventory, property and equipment 
necessary to conduct the business of producing the Viper M1 paintball marker 
and related accessories.  Included in the purchase were exclusive rights to 
use of the Viper name and related technology. At February 28, 1997, the Viper
marketing program, including use of internet web sites, publication of 
articles in leading paintball industry magazines, demonstrations at trade 
shows, distribution of manuals, brochures and other marketing materials to
dealers and establishment of a telemarketing department, had created demand 
for the Viper M1 marker and accessories that resulted in a backlog of orders.  
                                   
Expansion of the Internet web site for the USA SportsNet business unit 
continued.
                                    
The initial public offering of the Company's common stock for up to 
$9,000,000 was made effective by the Securities and Exchange Commission on 
November 21, 1996. The offering consists of 30,000 units of common stock at 
$300 per unit, each unit consisting of 50 shares.  Sale of the stock by the 
Company's officers on a best efforts basis was scheduled for an offering 
period of 180 days, subject to extension for an additional 90 days.
                                   
                                    
                                    
NOTE C:  INVENTORIES
                                    
Inventories consist of merchandise acquired for sale by the Company's USA
SportsNet business unit in addition to paintball markers and accessories.  
Inventories are carried at cost which is considered to be less than market 
value.
                                   
                                    
                                    
<PAGE>                                    
                                    
                                    
                                    
                                    
                                    
NOTE D:  PROPERTY AND EQUIPMENT
                                    
The following is a summary of property and equipment recorded in the 
financial statements at cost less depreciation as of February 28, 1997 and 
February 29, 1996:
<TABLE>
<CAPTION>                                   
                                     February 28, 1997      February 29, 1996
                                     -----------------      -----------------
    <S>                                 <C>                    <C>
     Computer hardware                   $  10,542              $  10,542
     Computer software                      10,564                  9,964
     Furniture, fixtures and equipment      10,572                  9,887
     Tools, dies and fixtures               50,140                 50,140
                                            ______                 ______
             Total cost                     81,818                 80,533
                                    
     Less: accumulated depreciation        (24,984)                (9,306)
                                            ______                  ______
     Total net property and equipment    $  56,834               $  71,227
                                         =========               =========
<CAPTION>
The useful lives assigned to property and equipment to compute depreciation 
are:
    <S>                                             <C>
     Computer hardware                               5 years
     Computer software                               5 years
     Furniture, fixtures and equipment               7 years
     Tools, dies and fixtures                        5 years
</TABLE>
                                    
                                    
NOTE E:  PROPRIETARY MANUALS
                                    
Proprietary manuals include detailed programs for development and operation 
of a multi-sport recreational complex and athletic training and fitness 
curricula.  Amounts paid to outside parties totaling $43,333 for work 
performed on these manuals have been capitalized.  However, since they are 
considered pre-opening costs, they have been amortized over a one-year period
resulting in accumulated amortization of $43,333.
                                    
                                    
                                    
NOTE F:  DEFERRED CHARGES
                                    
Deferred charges consist of organization costs in the amount of $13,004 less
accumulated amortization of $6,935 and $4,334, at February 28, 1997 and 
February 29, 1996, respectively.
                                    
                                    
<PAGE>                             
NOTE G:  ACCOUNTS PAYABLE
                                    
Accounts payable consist of professional fees and miscellaneous trade 
payables.
                                    
                                    
                                    
NOTE H:  NOTES PAYABLE
                                    
In connection with the asset purchase discussed in NOTE B, the Company 
recorded a note payable in the initial amount of $101,295.  Subsequent 
payments totaling $40,000 reduced the balance to $46,795 as of February 28, 
1997.  Interest is accrued on the unpaid balance of the note at the rate of 
10%.  The balance of principal and interest was initially due on December 31,
1996, but the due date has been extended to June 30, 1997.  There are no 
other payment requirements, and there is no prepayment penalty.
                                    
On December 16, 1996, the Company borrowed $2,400.00 from Amateur Athletes
of America, Inc.  The note bears interest at the rate of 12.25% per annum 
with the balance of principal and interest due to be paid no later than 
December 31, 1997.
                                   
On February 20, 1997, the Company borrowed $10,000 from Wizard Capital
Associates payable upon demand by the holder.  The note bears interest at 
the rate of 15% per annum.
                                    
                                    
                                    
NOTE I:  LOANS FROM STOCKHOLDERS
                                    
The Company's stockholders have loaned the Company $142,350 as of February 28,
1997.  Of this amount, $28,000 has been loaned in return for an unsecured,
non-interest-bearing note with no stated repayment terms, $5,000 has been 
loaned under a non-interest-bearing demand note, and $109,350 has been loaned
under unsecured notes bearing interest at the prime rate plus 4.0% with 
repayment to be made from proceeds of the public offering.
                                    
                                    
                                    
NOTE J:  RECOVERABILITY OF ASSETS AND GOING CONCERN
                                    
The Company's financial statements have been presented on the basis that it 
is a going concern, which contemplates the realization of assets and the 
satisfaction of liabilities in the normal course of business.
                                    
The Company's continued existence is dependent upon the success of its 
public offering, its ability to secure other financing, or its ability to 
generate sufficient cash flows through operations to meet its operating costs
and repay current obligations as they come due.
                                    
<PAGE>
                                    
ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
         OR  PLAN  OF  OPERATION
                                    
                                    
US Amateur Sports, Inc. is a development stage sports entertainment, internet
marketing and sales company.  Its primary mission is to develop 
sports-related products and services designed for the training, well-being 
and entertainment of amateur athletes.
                                 
The Company has established five business units.  As of February 28, 1997, 
two of these business units, USA SportsNet and USA Performance Products, have
commenced operations.  In addition, the Company is developing camps, clinics 
and other events that will be sited at a planned sports complex to be 
constructed by a third business unit, USA Sportsplex.
                                
USA Performance Products has experienced a demand for its first sports 
product, the Viper M1 paintball marker, that the Company cannot meet without 
an increase in production by the Company's manufacturing subcontractor.  This
production increase is dependent on the ability of the subcontractor to 
obtain outside financing or the ability of US Amateur Sports to pay the 
balance of a note due to the subcontractor with a current balance of $46,795 
plus accrued interest of $7,064.  Proceeds of the public offering described 
below are designated for payment of this note.  If the public offering is 
unsuccessful, the Company will be dependent on securing other outside 
financing in order to satisfy the note obligation.
                                   
USA SportsNet offers sports-related merchandise and services through its web 
site on the Internet.  Although the web site is planned for use as a 
marketing vehicle for a broad array of company- and client-owned products, 
its primary use to date is to generate sales of the Viper M1 paintball marker.
                                   
Another business unit, Saf-T-Net, has developed a software package to be 
marketed to youth sports organizations as a method of raising funds for their
activities.  Whether Saf-T-Net becomes operational depends on the success of 
the Company's public offering.
                                    
The remaining business units, USA Fitness & Sports Arena and USA Sportsplex, 
are only proposed.  Future development is dependent on the success of the 
public offering.  However, as first steps in the development of activities 
that are expected to be offered within the planned facilities, the Company 
has scheduled a series of camps and clinics offered to high school basketball
players and has acquired the rights to the high school football All American 
Bowl.  

<PAGE>
                                  
The All American Bowl is an East vs. West all-star football game played by 
young men who have graduated from high school and committed to college teams,
but have not yet begun their college playing careers.  The participants, 
selected from high school teams across the United States, are considered to 
be the most talented football players at their age level.  Although the 
Company determines who is selected, the players are drawn from a pool of 
individuals who have been recognized as All Americans by Parade Magazine, 
USA Today, Street & Smith and others.  The 1997 All American Bowl, scheduled 
for July 5, 1997, is planned as the inaugural event of the National High 
School Sports Classics series which will include all-star games and 
championship team events in a wide range of high school sports.
                                   
                                    
Liquidity and Capital Resources
-------------------------------                                    
At February 28, 1997, current assets had declined to $99,052 from a balance
of $113,921 at May 31, 1996, the prior fiscal year end.  Accounts payable 
increased from a balance of $30,294 to $33,387 during the same time period.  
The remaining liabilities of the Company included the note discussed above 
and loans from stockholders, payment of both of which are designated as uses 
of proceeds from the Company's public offering.  In addition, $2,400 is owed 
under a note agreement with a due date of no later than December 31, 1997, 
and $10,000 is owed under a note payable upon demand by the holder.
                                    
The Company's initial public offering was made effective by the Securities 
and Exchange Commission on November 21, 1996.  The offering is made for up to
$9,000,000 and consists of 30,000 units at a price of $300.00 per unit with 
no minimum offering requirement.  The Company is offering the units through 
its officers on a "best efforts" basis.  If the maximum is not sold within 
the initial 180 day offering period, the Company reserves the right to 
continue to offer the remaining securities for a period of up to an 
additional ninety days.
                                  
The Company may seek additional outside financing if the sale of the stock is 
not adequate to meet its operational requirements.  If only a minimal number 
of units is sold in the Company's public offering, the Company's continued 
existence will be dependent on its ability to secure such financing.  Only a 
minimal number of units has been sold as of February 28, 1997.
                       
                                    
Results of Operations
---------------------                                    
  Comparison of the Nine Months Ended February 28, 1997 with the Nine Months 
  --------------------------------------------------------------------------
  Ended February 29, 1996
  -----------------------           
Revenue for the period ended February 28, 1997 was $41,400 compare to $728 of
revenue recorded during the same period of the prior year.  This increase is

<PAGE>

attributable to commencement of sales of the Viper M1 paintball marker.  A 
net loss of $108,465 was posted during the period ended February 28, 1997 
compared to a net loss of $24,873 during the prior year period.  Increases 
were recorded in all expense categories with the exception of research and 
development.  Of a total expense increase of $103,261, professional fees 
accounted for $32,453.  Interest rose $11,454 due to increased borrowing.  
Depreciation grew $6,822 due to the acquisition of tools and dies for 
manufacture of the paintball marker, and amortization increased $6,328 as a 
result of the acquisition of the rights to the paintball marker technology.  
Growth in other expenses was created by the commencement of the sales and 
marketing of the paintball marker and the opening of an office in June, 1996.
The increased expenses offset gross profit which rose from $281 for the nine 
months ended February 29, 1996 to $19,950 for the nine months ended February 
28, 1997.
                                    
  Comparison of the Three Months Ended February 28, 1997 with the Three Months 
  ----------------------------------------------------------------------------
  Ended February 29, 1996
  -----------------------           
Revenue in the three months ended February 28, 1997 was $11,378 compared to
$728 of revenue recorded during the same period of the prior year.  This 
revenue was derived from sales of the paintball marker and related 
accessories.  However, the Company's net loss during the current year period 
was $48,319 compared to $11,790 during the same period of the prior year.  
Gross profit of $4,824 was offset by increases in all expense categories.  
Expenses increased due to the commencement of operations primarily related 
to the sale of the paintball marker, while production of the marker and 
realization of revenues during the current year period were stalled by the 
financial inability of the manufacturing subcontractor to satisfy demand.
                                    














<PAGE>
OTHER  INFORMATION
                                    
PART  II
                                    
ITEM  1.   Legal Proceedings.
                                    
The Company knows of no material pending legal proceedings to which the
Company is a party or which any of its business units are the subject and no 
such proceedings are known to the Company.
                                    
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.
               (a)  Exhibits - None
               (b)  Reports - None
             EX-27  Financial Data Schedule                      
           



<PAGE>
                             SIGNATURE


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 thereunder duly authorized.



(Registrant)               U S Amateur Sports, Inc.
BY (Signature)             /s/  Gerald V. Bergman
(Date)                     April 15, 1997
(Name and Title)           Gerald V. Bergman,