SECURITIES AND EXCHANGE COMMISSION
                                                 WASHINGTON, D.C. 20549

                                                       FORM 10-QSB


[x]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 1998

                                                           or

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                 to
Commission File No.: 0-20277

                                                   U.S.A. GROWTH INC.
                       (Exact name of small business issuer in its charter)

                  DELAWARE                           11-2872782
         (State or jurisdiction of                  (I.R.S. Employer
         incorporation or organization)             Identification No.)

                      900 West 190th Street, New York, New York 10040
                                        (Address of Principal executive offices)

                                     Issuer's telephone number: (212) 568-7307

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 of Common Stock, par value $.001 per share,  outstanding as
of January 31, 1998, is 10,970,000 shares.


                                                           1

<PAGE>



                                                   U.S.A. GROWTH INC.

                                                          INDEX

                                                                      Page No.

PART 1 - FINANCIAL INFORMATION:

         Item 1 - Financial Information
         Balance Sheet - January 31, 1998
         (unaudited)                                                     3

         Statements of Operations -
           Three Months Ended January 31, 1998                           4
           and 1997 and Cumulative From August 14,
           1987 (Date of Inception) to January 31,
           1998

         Statements of Cash Flows -
         Three Monts Ended January 31, 1998
           and 1997 Cumulative August 14, 1987 (Date
           Of Inception) to January 31, 1998                                6

         Notes to Financial Statements                                      8

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations                                   10


PART II.          OTHER INFORMATION                                        12


                                                           2

<PAGE>



                                                    U.SA. GROWTH INC.
                                              (A DEVELOPMENT STAGE COMPANY)

                                                      BALANCE SHEET
                                                    January 31, 1998
                                                       (Unaudited)

                                                              ASSETS

         CURRENT ASSETS:
         Cash and cash equivalents                      $406,998
         Income taxes receivable                           1,000
                                                        ----------

         total current assets                                          $407,998

                                           LIABILITY AND STOCKHOLDERS 'EQUITY

         CURRENT LIABILITY, accounts payable                            $2,670

         STOCKHOLDERS' EQUITY:
         Common stock, par value $.001 per share,
         authorized 100,000,000 shares, issued
         10,970,000 shares                                  $10,970
         Capital in excess of par value                     712,973
         Deficit accumulated during development stage      (318,615)
         Total stockholders' equity                                     405,328
                                                                        -------
                                                                       $407,998


                                                           3

<PAGE>



                                                   U.S.A. GROWTH INC.
                                             (A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                STATEMENT OF OPERATIONS
                                                      (Unaudited)

                                                     Cumulative
                                                     August 14, 1987
                                                     (Date of Inception)
                                                     to                         Three Months Ended January 31,
                                                     January 31, 1998              1998                      1997

INTEREST AND DIVIDEND INCOME                            $ 222,303                  $ 5,194            $      4,918

EXPENSES:
Selling, general and
administrative expenses                                   254,580                  $ 2,201             $     4,297
Expenses incurred as a result
of rescinded investment                                   270,734

                                                          525,314                   2,201                    4,297

INCOME (LOSS) BEFORE
TAXES                                                    (303,011)                  2,993                      621
INCOME TAXES:
 Federal                                                    3,739
State                                                      11,865
                                                           15,604

NET INCOME (LOSS)                                        (318,615)                  2,993                      621
NET INCOME (LOSS) PER SHARE
 OF COMMON STOCK                                             NIL                      NIL                       NIL

WEIGHTED AVERAGE NUMBER OF
         SHARES OF COMMON STOCK
         OUTSTANDING DURING THE
         PERIOD                                                                   10,970,000               10,970,000



                                                           4
</TABLE>

<PAGE>



                                                   U.S.A. GROWTH INC.
                                             (A DEVELOPMENT STAGE COMPANY)

                                                STATEMENT OF OPERATIONS
                                                      (Unaudited)
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                     Cumulative
                                                     August 14, 1987
                                                     (Date of Inception)
                                                     to                         Six Months Ended January 31,
                                                     January 31, 1998            1998                      1997

INTEREST AND DIVIDEND INCOME                         $ 222,303                  $ 10,398              $    9,833

EXPENSES:
Selling, general and
administrative expenses                                254,580                  $  3,683              $    5,867
Expenses incurred as a result
of rescinded investment                                270,734

                                                       525,314                     3,683                   5,867

INCOME (LOSS) BEFORE
TAXES                                                 (303,011)                    6,715                   3,966
INCOME TAXES:
 Federal                                                 3,739
State                                                   11,865                      500                      500
                                                        15,604                      500                      500

NET INCOME (LOSS)                                     (318,615)                   6,215                    3,466

NET INCOME (LOSS) PER SHARE
 OF COMMON STOCK                                           NIL                      NIL                      NIL

WEIGHTED AVERAGE NUMBER OF
         SHARES OF COMMON STOCK
         OUTSTANDING DURING THE
         PERIOD                                                                  10,970,000               10,970,000


                                                           5
</TABLE>

<PAGE>




                                                    U.SA. GROWTH INC.
                                              (A DEVELOPMENT STAGE COMPANY)

                                                STATEMENT OF CASH FLOWS
                        Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>


                                            Cumulative
                                            August 14, 1987
                                            (Date of Inception)
                                                     to                         Three Months Ended January 31,
                                            January 31, 1998                     1998                       1997

CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                     $(318,615)                       $2,993                      $ 621
Adjustments to reconcile
net income (loss) to net cash
provided by (used in) operating
activities: Changes in assets and
liabilities:  (increase) decrease in
income taxes receivable                            (779)
Increase (decrease) in
accounts payable                                  2,449
Total adjustments                                 1,670

NF-T CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                           (316,945)                         2,993                         621

NET CASH PROVIDED BY FINANCING
  ACTIVITIES, net proceeds from
sales of common stock                           723,943

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                            406,998                          2,993                         621

CASH AND CASH EQUIVALENTS,
beginning of period                                                             404,005                    394,958

CASH AND CASH EQUIVALENTS,
end of period                                   406,998                         406,998                    395,579

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION, cash paid for
income taxes                                    $20,396

                                                           6
</TABLE>

<PAGE>



                                                    U.SA. GROWTH INC.
                                              (A DEVELOPMENT STAGE COMPANY)

                                                STATEMENT OF CASH FLOWS
                   Increase (Decrease) in Cash and Cash Equivalents

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

                                            Cumulative
                                            August 14, 1987
                                            (Date of Inception)
                                                     to                         Six months Ended January 31,
                                            January 31, 1998                    1998                       1997

CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                     $(318,615)                        $2,993                    $ 3,446
Adjustments to reconcile
net income (loss) to net cash
provided by (used in) operating
activities: Changes in assets and
liabilities:  (increase) decrease in
income taxes receivable                            (779)
Increase (decrease) in
accounts payable                                  2,449
Total adjustments                                 1,670

NF-T CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                          (316,945)                           6,215                        621

NET CASH PROVIDED BY FINANCING
  ACTIVITIES, net proceeds from
sales of common stock                           723,943

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                            406,998                           6,215                       3,466

CASH AND CASH EQUIVALENTS,
beginning of period                                                             400,783                     392,113

CASH AND CASH EQUIVALENTS,
end of period                                   406,998                         406,998                     395,579

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION, cash paid for
income taxes                                    $20,396                            500

                                                           7
</TABLE>

<PAGE>



                                                   U.S.A. GROWTH INC.
                                             (A Development Stage Company)
                                             NOTES TO FINANCIAL STATEMENTS
                                                      (Unaudited)



        NOTE  1 - FINANCIAL STATEMENTS:

        The accompanying  unaudited financial  statements of U.S.A. Growth, Inc.
        (the "Company"),  have been prepared in accordance with the instructions
        to  Form  10-QSB.  In the  opinion  of  the  Company,  the  accompanying
        unaudited  financial  statements contain all adjustments  (consisting of
        only  normal  recurring  adjustments)  necessary  to present  fairly the
        financial  position as of January 31, 1998 and the results of operations
        and cash flows for the three and six months  ended  January 31, 1998 and
        1997 and from the date of  inception  to  January  31,  1998.  While the
        Company believes that the disclosures presented are adequate to make the
        information contained therein not misleading, it is suggested that these
        financial   statements  be  read  in  conjunction   with  the  financial
        statements  and notes thereto  included in the Company's Form 10-KSB for
        the year ended July 31, 1997 .

        The results of operations for the three and six months ended January 31,
        1998 are not  necessarily  indicative  of the results to be expected for
        the full year.

NOTE 2 - CASH AND CASH EQUIVALENTS:

        Cash and cash equivalents consist of Bank money market account and money
        market mutual funds with a yield of 3-5%.

NOTE 3 - INCOME TAXES:

        At January 31, 1998,  the Company has  available an unused  capital loss
        carry forward of $250,000  which may be applied  against  future capital
        gains expiring in 2004 and a net operating loss carry forward of $90,000
        which   expires  in  2007,   resulting   in  a  deferred  tax  asset  of
        approximately $136,000, which was fully reserved at January 31, 1998.

NOTE 4 - CHANGES IN STOCKHOLDERS' EQUITY:

        Accumulated  deficit  decreased by $2,993 which  represents the net gain
        for the three months ended January 31, 1998.





                                                           8

<PAGE>



         NOTE 5 - STOCKHOLDERS' EQUITY:

                  On February 16, 1988, the Company  successfully  completed its
                  public offering.  The Company sold for $.10 per unit 8,000,000
                  units (each unit  consisting  of one share of common stock and
                  one Class A redeemable  common stock  purchase  warrant).  One
                  Class A warrant  entitles  the holder to purchase one share of
                  common stock and one Class B common stock purchase warrant for
                  $.17 through  December 31, 1998.  The Company has reserved the
                  right to  redeem  the  unexercised  warrants  on  thirty  days
                  written  notice  for $.001 per  warrant.  Each Class B warrant
                  entitles  the holder to purchase  one share of common stock at
                  $.25 per share, exercisable through December 31, 1998.

        NOTE 6 - CONCENTRATION OF CREDIT RISK:

                  The  Company   maintains  its  cash  balance  in  a  financial
                  institution.  The  balance is insured by the  Federal  Deposit
                  Insurance Corporation up to $100,000. At January 31, 1998, the
                  entire  balance of $10,136 was  insured.  The Company also has
                  $396,762  in an  uninsured  money  market  mutual  fund  which
                  invests in short term U.S. government securities.

        NOTE 7 - PROPOSED MERGER:

         On July 1, 1997, the Company  entered into an agreement with World Wide
         Web Casinos, Inc. (WWWC), whereby the Company and WWWC would merge with
         and into WWWC Acquisition Corporation,  the surviving corporation, in a
         tax free merger. On January 28, 1998, WWWC informed the Company that it
         was still unable to provide audited financial  statements which was one
         of  the  conditions  for   consummating  the  merger   agreement,   and
         furthermore WWWC was terminating the merger.




                                                           9

<PAGE>



Item 2.           MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

Plan of Operation

      The Company  engages in research,  either by itself and/or through the use
of  independent  consultants)  (who may have to  agree to  receive  stock of the
Company in payment for their  services in lieu of cash),  to determine what type
of business can be  established  by a new venture  which would have  potentially
high profits.  The Company's  management has no present  intention to retain any
independent  consultants and management of the Company has established  numerous
contacts  which,  on an ongoing  basis,  can lead to  inquiries  from  potential
acquisition contacts. In the event consultants are retained in the future, it is
intended  that their  compensation,  whether  in  restricted  securities  of the
Company or  otherwise,  will be based on the fair market value of the  Company's
stock and the fair market value of such services  calculated  on an  arms-length
basis.

      On July 1, 1997, the Company entered into an agreement with World Wide Web
Casinos,  Inc.  (WWWC),  whereby  the Company and WWWC would merge with and into
WWWC Acquisition Corporation,  the surviving corporation,  in a tax free merger.
On January 28,  1998,  WWWC  informed  the Company  that it was still  unable to
provide  audited  financial  statements  which  was  one of the  conditions  for
consummating  the merger  agreement,  and  furthermore  WWWC was terminating the
merger.


      Results of Operations

      The Company is a development  stage company and as of January 31, 1998 had
not generated any operating revenue.

      The Company's only source of revenue since inception has been  certificate
of deposit interest income,  dividends from money market funds and interest from
money market mutual funds with an approximate yield of 5% per annum. The Company
maintains its cash balance in a financial institution. The balance is insured by
the Federal Deposit Insurance  Corporation  ("FDIC") up to $100,000.  At January
31, 1998 the  Company's  cash balance was $10,136 of which $10,136 is insured by
the FDIC. The remaining  funds of $396,762 is invested in uninsured money market
mutual funds which invests in government securities.  The Company had a net gain
of $2,993 for the three months ended  January 31, 1998 as compared to a net gain
of $621 for the three months ended January 30, 1997.

         Selling,  general and  administrative  expenses during the three months
ended  January 31,  1998 were $2,201 as compared to $4,297 for the three  months
ended   January  31,   1997,  a  decrease  of  $2,096.   Selling,   general  and
administrative   expenses,   primarily  consisted  of  professional  (legal  and
accounting),   transfer   agent  and  filing  fees  and   expenses   related  to
investigating business opportunities.

       Management  believes that inflation and changing prices will have minimal
effect of operations.

                                                           10

<PAGE>




      Liquidity and Capital Resources

         The Company has had no material operations and, as of January 31, 1998,
the Company had working capital of $406,998.  The Company had a current ratio of
193 to 1 at January 31, 1998.  Stockholders  equity  increased from $399,113 for
the fiscal year ended July 31, 1997 to $405,328 for the six months ended January
31, 1998, which represents a net gain of $6,215 for the six months.

      The Company has no present outside sources of liquidity.  In the event the
Company  determines  that  its  present  capital  is not  adequate  for a future
acquisition,  the Company may  arrange  for  outside  financing  and/or may do a
public offering or private placement of its securities.



                                                           11

<PAGE>


                                                       SIGNATURES


      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, thereunto duly authorized.

Dated: March 12, 1998




      U.S.A. GROWTH INC.



      By:  /s/ Robert Scher
            Treasurer and
            Principal Financial
            Officer*






*     Mr. Scher is signing this Report in the dual capacity of duly
      authorized officer and principal financial officer.






                                                           12