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 September 30, 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 of        (I.R.S. Employer Identification Number)
   incorporation or organization)


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


   Registrant's telephone number including area code:        (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,  1,347,809 issued and outstanding as of October
29, 1999.




<PAGE>2

<TABLE>
<CAPTION>


                                             INDEX
<S>                                                                                  <C>
                                                                                          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..............................................................9

     ITEM 2.  Changes in Securities..........................................................9

     ITEM 3.  Defaults upon Senior Securities................................................9

     ITEM 4.  Submission of Matters to a Vote of Security Holders............................9

     ITEM 5.Exhibits and Reports on Form 8-K ................................................9


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<PAGE>3



                                PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

<PAGE>4


                               USA INTERNATIONAL CHEMICAL, INC.
                                  BALANCE SHEET (UNAUDITED)
                                      SEPTEMBER 30, 1999


                                            ASSETS


Current Assets                                                        September
                                                                       30, 1999
                                                                  --------------
                Cash                                                     $2,829
        Total Assets                                                     $2,829
                                                                         ======



                              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
   1,347,809 shares                                                          13
   Additional paid-in capital                                           346,167
   Accumulated deficit                                                 (343,351)
                                                                     ----------
   Total Stockholders' Equity                                             2,829
                                                                     ----------
   Total Liabilities and Stockholders' Equity                        $    2,829
                                                                     ==========




See accompanying notes.


<PAGE>5



                               USA INTERNATIONAL CHEMICAL, INC.
                             STATEMENTS OF OPERATIONS (UNAUDITED)
                        THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998


                                                     Three Months Ended
                                                        September 30,
                                          --------------------------------------
                                               1999                   1998
                                          --------------        ---------------
Sales..................................   $          --         $           --
                                          -------------         --------------
General Administrative Expenses........           7,685                  6,784
                                          -------------         --------------
   Loss from Operations                          (7,685)                (6,784)
                                          -------------          -------------
   Loss before Income Tax Provisions...          (7,685)                (6,784)
                                          -------------          -------------
Provision for Income Tax                            800                    800
                                          -------------          -------------
Net Loss...............................          (8,485)                (7,584)
                                          -------------          -------------
Net Loss Per Share.....................            (.01)                  (.01)
                                          =============          =============
Weighted Average Shares Outstanding....       1,347,809              1,346,809



See accompanying notes.


<PAGE>6

                               USA INTERNATIONAL CHEMICAL, INC.
                             STATEMENTS OF CASH FLOWS (UNAUDITED)
                        THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

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<CAPTION>

                                                                           Three Months Ended
                                                                              September 30,
                                                                  -------------------------------------
                                                                       1999                   1998
                                                                  --------------        ---------------

<S>                                                             <C>                   <C>
Operating Activities:

     Net Cash Used in Operating Activities                        $      (8,686)        $      (3,831)
                                                                  -------------         -------------
     Financing Activities:
          Capital Contributions                                           8,000                 5,000
                                                                  -------------         ------------
     Net Cash Provided by Financing Activities                            8,000                 5,000
                                                                  -------------         -------------

Net Increase (Decrease) in Cash                                           (686)                 1,169
Cash at beginning of period                                               3,515                 3,610
                                                                  -------------         -------------
Cash at end of period                                             $       2,829         $       4,779
                                                                  =============         =============

</TABLE>


See accompanying notes


<PAGE>7



                        USA INTERNATIONAL CHEMICAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                      THREE MONTHS ENDED SEPTEMBER 30, 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 ended
September  30, 1999 are not  necessarily  indicative  of the results that may be
expected for the year ending June 30, 2000. For further information refer to the
financial  statements and footnotes thereto included in Form 10-KSB for the year
ended June 30, 1999 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  three  months  ended  September  30,  1999  principal  shareholders
contributed $8,000 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.

Results of  Operations for the Three Months Ended September 30, 1999 as Compared
to the Three Months Ended September 30, 1998

Operating Activities

        There were no sales for the three month period ended  September 30, 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 $7,685 for the quarter ended  September 30,
1999  compared  to $6,784 for the same period last year for an increase of $901.
The increase resulted from higher fees for accounting services.

        During the three  months  ended  September  30,  1999,  net cash used by
operations  was $8,686.  During the three months ended  September 30, 1998,  net
cash of $3,831 was used by operations.

        Net loss totaled  $8,485 for the three months ended  September 30, 1999,
compared to a net loss of $7,584 for the three months ended  September 30, 1998.
The  increase  in net  loss  resulted  from  the  increased  operating  expenses
discussed above.

        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.

        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.

        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.



<PAGE>9



Capital Resources and Liquidity

        During the three months ended  September 30, 1999,  capital was provided
for operations from $8,000 in contributions from two of the Company's  principal
stockholders.  During the three months  ended  September  30, 1998,  capital was
provided from $5,000 in contributions from these principal shareholders or other
affiliates of the Company.

                                  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.


ITEM 2.  CHANGES IN SECURITIES

        Effective  September 1, 1998,  the Company  issued an  additional  1,000
shares of its common stock to Arthur Lyons in consideration of services rendered
to the Company. These shares, along with the 5,000 shares previously reported as
issued effective September 1, 1998 were valued at $2,000. The shares were issued
in a private offering in reliance upon the exemption from registration  pursuant
to Section 4(2) of the  Securities  Act of 1933 as amended.  The reliance on the
above registration exemption was based primarily upon the following facts:

        i)   the  issuance  was  made to a single individual  who was previously
             known to the Company's then President and CEO;

        ii)  the transferee was deemed capable of protecting his own interest in
             this transaction; and

        iii) the issuance was not accompanied by any general solicitation.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

        None


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

ITEM 5.  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>10




                                   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:  November 4, 1999
                                           /s/ Harold S. Fleischman
                                           -------------------------------------
                                           Harold S. Fleischman
                                           President and Chief Financial Officer
                                           (Principal Accounting Person)