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 December 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 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
January 10, 2000.


<PAGE>2

<TABLE>
<S>                                                                                             <C>

                                                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.....................................................................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.  Other Information.....................................................................9

     ITEM 6.  Exhibits and Reports on Form 8-K......................................................9

</TABLE>


<PAGE>3



                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS




<PAGE>4

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


                                     ASSETS


Current Assets

        Cash                                              $  1,044
                                                          --------

        Total Assets                                      $  1,044
                                                          ========



                                 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                                     346,167
        Accumulated deficit                                           (345,136)
                                                                      ---------
        Total Stockholders Equity                                        1,044
                                                                      ---------
        Total Liabilities and Stockholders' Equity                    $  1,044
                                                                      =========



See accompanying notes.




<PAGE>5



                        USA INTERNATIONAL CHEMICAL, INC.
                     STATEMENTS OF OPERATIONS FOR THE THREE
                 AND SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                   (UNAUDITED)

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


                                                     Three Months Ended               Six Months Ended
                                                        September 30,                    December 31,
                                                ---------------------------         ---------------------

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

Sales   ..................................      $       --    $       --        $       --     $       --
                                                 ----------    ----------        ----------     ----------
General Administrative Expenses...........           1,785         2,391             9,470          9,175
                                                 ----------    ----------        ----------     ----------
     Loss from Operations.................          (1,785)       (2,391)           (9,470)        (9,175)
                                                 ----------    ----------        ----------     ----------
     Loss Before Income Tax Provisions....          (1,785)       (2,391)           (9,470)        (9,175)
                                                 ----------    ----------        ----------     ----------
Provision for Income Tax..................              -0-           -0-              800            800
                                                 ----------    ----------        ----------     ----------
Net Loss..................................          (1,785)       (2,391)          (10,270)        (9,975)
                                                 ----------    ----------        ----------     ----------
Net Loss Per Share........................      $       --    $       --        $     (.01)    $    (0.01)
                                                 ==========    ==========        ==========     ==========
Weighted Average Shares Outstanding.......       1,347,809     1,346,809         1,347,809      1,346,809

</TABLE>

See accompanying notes.

<PAGE>6

                        USA INTERNATIONAL CHEMICAL, INC.
                            STATEMENTS OF CASH FLOWS
                   SIX MONTHS ENDED DECEMBER 31, 1999 AND 1998
                                   (UNAUDITED)


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


                                                                              Six Months
                                                                          Ended December 31,
                                                                      --------------------------

Operating Activities:                                                     1999            1998
                                                                      ----------       ---------

    Net Cash Used in Operating Activities                             $ (10,471)       $ (7,975)

    Financing Activities:
       Capital Contributions                                              8,000           5,000
                                                                      ----------       ---------

    Net Cash Provided by Financing Activities                             8,000           5,000
                                                                      ----------       ---------



Net Decrease in Cash                                                     (2,471)         (2,975)

    Cash at beginning of period                                           3,515           3,610
                                                                      ----------       ---------

    Cash at end of period                                             $   1,044        $    635
                                                                      ==========       =========


</TABLE>


See accompanying notes


<PAGE>7

                        USA INTERNATIONAL CHEMICAL, INC.
                          NOTES TO FINANCIAL STATEMENTS
                       SIX MONTHS ENDED DECEMBER 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 six
months ended  December 31, 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 six months ended December 31, 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.

     Operating Activities

     There were no sales for the six month  period  ended  December  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 $1,785 for the quarter ended December 31, 1999,
and $9,470 for the six months ended  December 31, 1999.  Operating  expenses for
the quarter  consisted  primarily of legal and  accounting  fees relating to the
Company's  quarterly  reports.  Operating expenses totaled $2,391 and $9,175 for
the comparable periods in 1998. The similar level of expenses reflect comparable
fees for services rendered in both periods for 1999 and 1998.

     During the six months ended December 31, 1999, net cash of $10,471 was used
by operations compared to $7,975 for the same period in 1998.

     Net loss  amounted  to $1,785 for the three  months and $10,270 for the six
months ended  December 31, 1999,  compared to a net loss of $2,391 for the three
months and $9,975 for the six months ended  December 31,  1998.  The  relatively
similar net loss incurred for both six month periods  reflect  similar levels of
administrative expenses recognized in such periods.

     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. Subsequent
to the end of the fiscal  quarter  the Year 2000  commenced  and the Company has
experienced no problems relating to its limited 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

     Since  September  30,  1994,  the Company has  generated  no revenues  from
operations.  During the six months ended December 31, 1999, capital was provided
for operations from $8,000 in contributions from two of the Company's  principal
stockholders.  During  the six months  ended  December  31,  1998,  capital  for
operations  was  provided  from  $5,000 in  contributions  from these  principal
shareholders.  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.


                           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

     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>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:  January 26, 2000
                                      /s/  HAROLD S. FLEISCHMAN
                                           -------------------------------------
                                           Harold S. Fleischman
                                           President and Chief Financial Officer
                                           (Principal Accounting Person)