UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549



                                   FORM 10-QSB


      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
            ACT OF 1934 for the quarterly period ended March 31, 1999


                       Commission File Number 33-24608-LA

                        USA INTERNATIONAL CHEMICAL, INC.
             (Exact name of Registrant as specified in its charter)


          DELAWARE                                     95-4068292            
(State of other jurisdiction               (I.R.S. Employer Identification 
incorporation or organization)                          Number)


  15915 Ventura Boulevard, Suite 301
         Encino, California                              91436                
(Address of Principal Executive Offices)               (Zip Code)

 Registrant's telephone number including are      (818) 783-0393              
                ------------------------------------------------


     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        


        Common stock, $.00001 par value,  1,346,809 issued and outstanding as of
April 15, 1999.


<PAGE>2



                                      INDEX


                                                                       PAGE

PART I - FINANCIAL INFORMATION

     ITEM 1.  Financial Statements (Unaudited) ..........................3

     ITEM 2.  Management's Discussion and Analysis ......................8


PART II - OTHER INFORMATION

     ITEM 1.  Legal Proceedings.........................................10

     ITEM 2.  Changes in Securities.....................................10

     ITEM 3.  Defaults upon Senior Securities...........................10

     ITEM 4.  Submission of Matters to a Vote of Security Holders.......10

     ITEM 5.  Other Information.........................................10

     ITEM 6.  Exhibits and Reports on Form 8-K..........................10

 

<PAGE>3



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS



<PAGE>4



                        USA INTERNATIONAL CHEMICAL, INC.
                                  BALANCE SHEET
                                 MARCH 31, 1999
                                   (UNAUDITED)


                                     ASSETS


Current Assets

        Cash                                              $    764
                                                          --------

        Total Assets                                      $    764
                                                          ========



                       LIABILITIES AND STOCKHOLDERS EQUITY


Current Liabilities                                       $      0 

Stockholders' Equity (Notes 1 and 2)

        Common stock, $.00001 par value, authorized
        50,000,000 shares, issued and outstanding
        1,346,809 shares                                        13
        Additional paid-in capital                         333,167
        Accumulated deficit                               (332,416)
                                                          --------
        Total Stockholders Equity                              764

        Total Liabilities and Stockholders' Equity        $    764
                                                          ========



See accompanying notes.


<PAGE>5



                        USA INTERNATIONAL CHEMICAL, INC.
                            STATEMENTS OF OPERATIONS

                                   (UNAUDITED)

<TABLE>
<S>                                                <C>         <C>              <C>          <C> 

                                                    Three Months Ended          Nine Months Ended
                                                        March 31,                    March 31
                                                    ------------------          -------------------     
                                                          

                                                     1999       1998              1999        1998
                                                    -----      -----             -----       ------


Sales   ..................................       $    ---     $   ---            $   ---     $    ---
                                                  --------    --------           ---------   ---------
General Administrative Expenses...........           4,871       738               14,046        9,105
                                                  --------    --------           ---------   ---------
     Loss from Operations.................          (4,871)     (738)             (14,046)      (9,105)
                                                  --------    --------           ---------   ---------
     Loss Before Income Tax Provisions....          (4,871)     (738)             (14,046)      (9,105)
                                                  --------    --------           ---------   ---------
Provision for Income Tax..................               0       800                  800        1,600 
                                                  --------    --------           ---------   ---------
Net Loss..................................        $ (4,871)  $  (1,538)         $ (14,846)  $  (10,705)
                                                  ========   =========          ==========  ===========
Net Loss Per Share .......................        $   --     $    --            $    (.01)  $     (.01)
                                                 ==========  =========          =========== ===========
Weighted Average Shares Outstanding.......       1,346,809   1,341,809           1,346,809   1,341,809

</TABLE>



See accompanying notes.



<PAGE>6



                        USA INTERNATIONAL CHEMICAL, INC.
                            STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)





                                                        Nine Months Ended
                                                             March 31,
                                                       -------------------    
Operating Activities:                                                          
                                                         1999           1998
                                                      -----------    -----------
     Net Cash Used in Operating Activities             $(12,846)       $(10,705)
     Financing Activities:
          Capital Contributions                          10,000           6,000
                                                       ---------        --------
     Net Cash Provided by Financing Activities           10,000           6,000
                                                       ---------       --------

Net Decrease in Cash                                     (2,846)         (4,705)
Cash at beginning of period                               3,610           5,524
                                                       --------       ---------
Cash at end of period                                  $    764       $     819
                                                       ========       =========


See accompanying notes


<PAGE>7



                        USA INTERNATIONAL CHEMICAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                        NINE MONTHS ENDED MARCH 31, 1999


NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
pursuant  to  Regulation  S-B.  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 three months and nine
months ended March 31, 1999 are not  necessarily  indicative of the results that
may be expected for the year ending June 30, 1999. For further information refer
to the financial  statements and footnotes  thereto  included in Form 10-KSB for
the year ended June 30, 1998 filed by the Company.

The Company has a history of losses and is evaluating  various  alternatives  to
recapitalize  the Company which may provide the  opportunity  for the Company to
continue as a going concern.

It is not possible to predict the success of management's efforts. If management
is unable to achieve any of its goals,  the Company  will find it  necessary  to
undertake  actions as may be appropriate to continue  operations.  The financial
statements do not reflect any adjustments  that might result from the outcome of
this uncertainty.

NOTE 2 - SHAREHOLDERS' DEFICIT

During the nine months ended March 31, 1999 principal  shareholders  contributed
$10,000 to the Company.




<PAGE>8



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

        This discussion,  other than the historical financial  information,  may
consist of  forward-looking  statements  that involve  risks and  uncertainties,
including when the Company may resume business operations.
Consequently, actual results may vary from management's expectations.

        Operating Activities

        There were no sales for the nine month  period  ended  March 31, 1999 or
1998. Since the change of control of the Company in September, 1994, the Company
has not pursued any of the Company's  former business.  Consequently,  until the
Company's  current  management  develops  or acquires  new  business  lines,  no
operating revenues are expected.

        Operating  expenses totaled $4,871 for the quarter ended March 31, 1999,
and $14,046 for the nine months ended March 31, 1999,  which include $2,000 paid
for services by issuing 5,000 shares of common stock. Operating expenses for the
quarter  consisted  primarily  of legal  and  accounting  fees  relating  to the
Company's  quarterly reports and other corporate  expenses.  Operating  expenses
totaled $738 and $9,105 for the comparable  periods in 1998. The increase in the
current periods reflect  increased  accounting fees recorded in the three months
ended March 31, 1999.

        During the nine  months  ended March 31,  1999,  net cash of $12,846 was
used by operations compared to $10,705 for the same period in 1998.

        Net loss  totaled  $4,871 for the three  months and $14,846 for the nine
months  ended  March 31,  1999,  compared  to a net loss of $1,538 for the three
months and $10,705 for the nine months ended March 31, 1998. The increase in net
loss for the most recent  quarter was due to the increase in operating  expenses
for the period.

        In  light  of  the   foregoing,   the  Company   will  attempt  to  keep
administrative expenses to a minimum. However,  operating losses are anticipated
until the Company establishes new lines of business.


        For the foreseeable  future,  the Company's sole activity is expected to
be the  identification and evaluation of suitable business  opportunities  which
could result in an acquisition by or combination with the Company.  There can be
no assurance,  however,  that the Company will be successful in its efforts,  or
that other types of business transactions might not be considered.

        Capital Resources and Liquidity

        Since  September  30, 1994,  the Company has  generated no revenues from
operations.  During the nine months ended March 31,  1999,  capital was provided
for operations from $10,000 in contributions from two of the Company's principal
stockholders.  During  the  nine  months  ended  March  31,  1998,  capital  for
operations was provided from contributions from these principal  shareholders or
other affiliates of the Company  aggregating $6,000. The Company expects to fund
its ongoing  capital needs through  investments in or advances to the Company by
its principal stockholders or other affiliates of the Company.



<PAGE>9



        Impact of the Year 2000 Issue

        Many  companies have older  computer  programs which  recognize only the
last two  digits of the year in any date (i.e.  "98" for  "1998"),  which  could
cause  such  software  to fail to  operate  in the year 1999 or 2000  unless the
software  is  preprogramed  or  replaced  (the "Year 2000  Problem").  Since the
Company has no active business operations, the Year 2000 Problem is not expected
to affect the Company's current limited  operations.  Consequently,  the Company
believes  that the cost of  addressing  the Year  2000  Problem  will not have a
material  effect on the Company's  financial  position,  liquidity or results of
operations.




<PAGE>10



                                     PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        There are no legal  proceedings  against  the  Company,  or to which the
Company or any of its officers or directors are a party, and to the knowledge of
the Company's  management,  no claims have been made against the Company for the
quarter covered by this report.


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)     No Exhibits

        (b) No reports on Form 8-K were filed  during the quarter for which this
report is filed.




<PAGE>11


                                             SIGNATURES


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




                                           USA INTERNATIONAL CHEMICAL, INC.


Dated:  April 23, 1999
                                                                             
                                          /s/HAROLD S. FLEISCHMAN
                                          -------------------------------------
                                           Harold S. Fleischman
                                           President and Chief Financial Officer
                                           (Principal Accounting Person)