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 six month period ended January 31, 1997

                                                           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, 1997, is 10,970,000 shares.



<PAGE>



                                                   U.S.A. GROWTH INC.

                                                          INDEX

                                                                   Page No.

PART 1 - FINANCIAL INFORMATION:

         Item 1 - Financial Information
         Balance Sheet - January 31, 1997
         (unaudited)                                                   3

         Statements of Operations -
           Three Months Ended January 31, 1997
            and 1996 and Cumulative                                     4
            From Inception to January 31, 1997
            (unaudited)
           Six Months Ended January 31, 1997                            5
            and 1996 and Cumulative
            From Inception to January 31, 1997
            (unaudited)

         Statements of Cash Flows -
            Three Months Ended January 31, 1997
             and 1996 and Cumulative
             From Inception to January 31, 1997
            (unaudited)                                             6
            Six Months Ended January 31, 1997
            and 1996 and Cumulative
            From Inception to January 31, 1997
            (unaudited)                                              7


         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



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PART II.     OTHER INFORMATION
ITEM 1.      Legal Proceedings

                                                          NONE

Item 6.   Exhibits and Reports on Form 8-K

                  (a) Exhibits.  None.

                  (b)Reports on Form 8-K.  None.


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

                                                     BALANCE SHEET
                                                    January 31, 1997
                                                      (Unaudited)



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

         CURRENT ASSETS:
         Cash and cash equivalents                                                      $395,579
         Income taxes receivable                                                           1,000

         total current assets                                                            396,579

                                           LIABILITY AND STOCKHOLDERS' EQUITY

         CURRENT LIABILITY, accounts payable                                              $2,100

         STOCKHOLDERS'  EQUITY:
         Common stock, par value $.001 per share,
         authorized I 00,000,000 shares, issued
         10,970,000 shares                                                               $10,970
         Capital in excess of par value                                                  712,973
         Deficit accumulated during development stage                                   (329,464)
         Total stockholders' equity                                                      394,479

                                                                                         $396,579















</TABLE>

<PAGE>




                                                   U.SA. 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

                                                                                                  Three Months Ended January 31,
                                                              January 31, 1997             1997                      1996

INTEREST AND DIVIDEND                                           $ 201,914                 $4,918                     $5,212
INCOME

EXPENSES:
  Selling, general and
  administrative expenses                                         246,201                  $4,297                      4,668
Expenses incurred as a result
of rescinded investment                                           270,734

                                                                  516,935                   4,297                      4,668

INCOME (LOSS) BEFORE
  TAXES                                                          (315,021)                    621                         544

INCOME TAXES:
  Federal                                                          3,739
  State                                                           10,704
                                                                  14,443

NET INCOME (LOSS)                                               (329,464)                     621                         544

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

</TABLE>

<PAGE>




                                                   U.SA. 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, 1997           1997                        1996

INTEREST AND DIVIDEND INCOME                                        $ 201,914            $9,833                         9,702

EXPENSES:
  Selling, general and
  administrative expenses                                            246,201               $5,867                      12,365
Expenses incurred as a result
of rescinded investment                                              270,734

                                                                     516,935              5,867                        12,365

INCOME (LOSS) BEFORE
TAXES                                                               (315,021)            3,966                        (2,663)

INCOME TAXES:
  Federal                                                              3,739
  State                                                               10,704               500                          613
                                                                      14,443               500                          613

NET INCOME (LOSS)                                                   (329,464)             3,466                      (3,276)

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

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



</TABLE>

<PAGE>




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

                                                STATEMENT OF CASH FLOW'S
                             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, 1997                   1997                                  1996


CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (loss)                                             $(329,464)                  $621                                $544
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                                              1,879
Total adjustments                                             1,100
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                          (328,364)                     621                                544
NET CASH PROVIDED BY FINANCING
ACTIVITIES, net proceeds from sales of
Common stock                                                   723,943
NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                                           395,579                     621                                544
CASH AND CASH EQUIVALENTS,
beginning of period                                                                      394,958                           385,790
CASH AND CASH EQUIVALENTS,
end of period                                                  395,579                    395,579                          386,334
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION, cash paid for
income taxes                                                    $20,396

</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
                                            January 31, 1997                            Six Months Ended January 31,
                                                                                1997                      1996

CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (loss)                                    $(329,464)                  $3,466                    $(3,276)
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)                                                      113
Increase (decrease) in
accounts payable                                     1,879
Total adjustments                                    1,100
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                 (328,364)                   621                          (3,163)
NET CASH PROVIDED BY
FINANCING ACTIVITIES, net
proceeds from sales of
common stock                                         723,943
NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                                395,579                      3,466                        (3,163)
CASH AND CASH EQUIVALENTS,
beginning of period                                                              392,113                     389,497
CASH AND CASH EQUIVALENTS,
end of period                                       395,5779                     395,579                     386,334
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION, cash paid for,
income taxes                                        $20,396                                                     500

</TABLE>

<PAGE>



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, 1997,  and the results of  operations  and cash flows for the- three and six
months ended January 31, 1497 and 1996 and from the date of inception to January
31, 1997. 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  Form 10-KSB for the year ended July
31, 1996.

The results of  operations  for the three and six months ended  January 31, 1997
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  funds with a
yield of 3-5%.

        NOTE 3 - INCOME TAXES:

        At January 31, 1997,  the Company has  available an unused  capital loss
        carryforward  of $250,000  which may be applied  against  future capital
        gains expiring in 2004 and a net operating loss carryforward of $100,000
        which   expires  in  2007,   resulting   in  a  deferred  tax  asset  of
        approximately $140,000, which was fully reserved at October 31, 1996.

NOTE 4 - RESCINDED INVESTMENT

        On August 19, 1988, the Company issued  3,500,000  restricted  shares of
        its common  stock,  for all of the  outstanding  common stock of Factory
        Outlets  of  America,  Inc.  (FOA)  (a  development  stage  company),  a
        franchisor  of general  merchandise  stores.  An  additional  21,000,000
        restricted shares of the Company's common stock was placed in escrow and
        was to be issued if FOA attained  specified profit levels. In accordance
        with the agreement, the Company contributed $250,000 to FOA's additional
        paid-in-capital.  Management  of the  Company  has  indicated  that  FOA
        continued in the development  stage through February 1990, at which time
        this  agreement was rescinded and 3,080,000  shares of restricted  stock
        and all of the  restricted  escrow  shares of stock were returned to the
        Company.  As a result of this  transaction,  the Company  incurred total
        expenses  of  $20,734  and the  write-off  of its  investment  in FOA of
        $250,000.





<PAGE>



        NOTE 5 - CHANGES IN STOCKHOLDERS' EQUITY:

        Accumulated  deficit decreased by $621 which represents the net gain for
        the three months ended January 31, 1997.


         NOTE 6 - 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 per unit through August 16, 1997. the Company
        has reserved the right to redeem the unexercised warrants on thirty days
        written notice for $.001 per warrant.  The Class B warrant  entitles the
        holder  to  purchase  one  share of  common  stock  at $.25  per  share,
        exercisable through August 16, 1997.



NOTE 7 - 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  October  31,  1996,  the entire  balance  of $18,760  was
        insured.  The Company  also has  $376,819 in an  uninsured  money market
        mutual fund which invests in short term U.S. government securities.


NOTE 8 - SUBSEQUENT EVENTS

        In February  1997,  the  Company  executed a Letter of Intent with World
        Wide Web  Casinos,  Inc.,  pursuant to which the Company  would  acquire
        World Wide Web Casinos,  Inc. in a reverse merger in exchange for shares
        of common stock of the Company.  World Wide Web Casinos, Inc. is a newly
        formed  entertainment  company acquiring and developing rights to gaming
        software for the world wide web segment of the Internet.


Item 2. MANAGE   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


<PAGE>



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.

      After an  industry  is  identified,  the  Company  intends to  formulate a
business plan,  including the amount of capital required,  the type of business,
etc. and then to either  authorize,  establish or purchase a subsidiary  in that
field of  business.  At this  time,  the  Company  is  unable to  determine  the
industries  which may be deemed  suitable  in which to  establish  or  acquire a
business.  The Company has no arrangements  with any person or entity  regarding
any establishment or acquisition of any business.


Results of Operations

      The Company is a development  stage company and as of January 31, 1997 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, 1997 the  Company's  cash balance was $18,760 of which $18,760 is insured by
the FDIC. The remaining  funds of $376,819 is invested in uninsured money market
mutual funds which invests in government securities.  The Company had a net gain
of $621 for the three months ended January 31, 1997 as compared to a net gain of
$544 for the three months ended January 31, 1996.

      Selling,  general and  administrative,  expenses  during the three  months
ended January,  31, 1997 were 94,297, as compared to $4,668 for the three months
ended January 31, 1996, a decrease of $371. 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.


Liquidity and Capital Resources

         The Company has had no material operations and, as of January 31, 1997,
      the  Company had working  capital of  $394,479.  The Company had a current
      ratio of 193 to 1 at January 31, 1997.  Stockholders equity increased from
      $391,013  for the fiscal year ended July 31, 1996 to $394,479  for the six
      months ended  January 31, 1997,  which  represents a net gain of $3466 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


<PAGE>



      financing and/or may do a public offering or private placement of its
securities.



<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 18, 1997


                                                       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.







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