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 October 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 October 31, 1998, is 10,970,000 shares.


                                                           1

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                                                   U.S.A. GROWTH INC.

                                                          INDEX

                                                                       Page No.

PART 1 - FINANCIAL INFORMATION:

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

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

         Statements of Cash Flows -
         Year Ended October 31, 1998
           and 1997 Cumulative August 14, 1987 (Date
           Of Inception) to October 31, 1998                            5

         Notes to Financial Statements                                  6

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations                                8


PART II.          OTHER INFORMATION                                    10


                                                           2

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


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

                                                      BALANCE SHEET
                                                    October  31, 1998
                                                       (Unaudited)

                                     ASSETS

         CURRENT ASSETS:
         Cash and cash equivalents                                     $408,671
         Income taxes receivable                                         1,150

         total current assets                                                        $409,821

                                           LIABILITY AND STOCKHOLDERS 'EQUITY

         CURRENT LIABILITY, accounts payable                                           $4,450

         STOCKHOLDERS' EQUITY:
         Common stock, par value $.001 per share,
         authorized 100,000,000 shares, issued
         10,970,000 shares                                             $11,100
         Capital in excess of par value                                723,243
         Deficit accumulated during development stage                 (328,972)
         Total stockholders' equity                                                    405,371
                                                                                       -------

                                                                                      $409,821


                                                           3

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

                                                STATEMENT OF OPERATIONS
                                                      (Unaudited)

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

INTEREST AND DIVIDEND INCOME                         $ 237,985                   $ 5,039                    $      5,204

EXPENSES:
Selling, general and
administrative expenses                               281,119                    $ 1,823                    $      1,482
Expenses incurred as a result
of rescinded investment                               270,734

                                                      551,853                      1,823                           1,482

INCOME (LOSS) BEFORE
TAXES                                                (313,868)                     3,216                            3,722
INCOME TAXES:
 Federal                                                3,739
State                                                  11,365                                                         500
                                                       15,104                                                         500

NET INCOME (LOSS)                                       (328,972)                  3,216                             3,222
NET INCOME (LOSS) PER SHARE
 OF COMMON STOCK                                          NIL                        NIL                              NIL

WEIGHTED AVERAGE NUMBER OF
         SHARES OF COMMON STOCK
         OUTSTANDING DURING THE
         PERIOD                                                                    11,100,000                       10,970,000



                                                           4

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

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

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

CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                  $(328,972)                          $3,216                             $3,222
Adjustments to reconcile
net income (loss) to net cash
provided by (used in) operating
activities: Common stock issued
for services                                   10,400
Changes in assets and
liabilities:
Increase) decrease in
income taxes receivable                         (929)
Increase (decrease) in
accounts payable                               4,229
Total adjustments                             13,700

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                        (315,272)                           3,216                       3,222

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

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                        408,671                             3,216                       3,222

CASH AND CASH EQUIVALENTS,
beginning of period                                                            405,455                    400,783

CASH AND CASH EQUIVALENTS,
end of period                                408,671                            408,671                    404,005

SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION, cash paid for
income taxes                                 $20,987                                                           500



</TABLE>
                                                           5

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                                                   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 October 31, 1998 and the results of operations
        and cash flows for the three months ended  October 31, 1998 and 1997 and
        from the date of  inception  to  October  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, 1998 .

        The results of  operations  for the three months ended  October 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 October 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 2005 and a net operating loss carry forward of $90,000
        which   expires  in  2008,   resulting   in  a  deferred  tax  asset  of
        approximately $286,800, which was fully reserved at October 31, 1998.

NOTE 4 - CHANGES IN STOCKHOLDERS' EQUITY:

        Accumulated  deficit  decreased by $3,216 which  represents the net gain
        for the three months ended October 31, 1998.

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, 1999.  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, 1999.

                                                           6

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        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 October 31, 1998, the
                  entire  balance of $6,561 was  insured.  The Company  also has
                  $402,010  in an  uninsured  money  market  mutual  fund  which
                  invests in short term U.S. government securities.



                                                           7

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        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.

              Results of Operations

              The Company is a  development  stage company and as of October 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 October 31, 1998 the
        Company's  cash  balance  was  $6,561 of which  $6,561 is insured by the
        FDIC.  The  remaining  funds of $402,010 is invested in uninsured  money
        market mutual funds which invests in government securities.  The Company
        had a net gain of $3,216 for the three months ended  October 31, 1998 as
        compared to a net gain of $3,722 for the three months ended  October 31,
        1997.

                  Selling,  general and administrative expenses during the three
        months ended  October 31, 1998 were $1,823 as compared to $1,482 for the
        three  months  ended  October 31,  1997,  a increase  of $341.  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.





                                                        8

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              Liquidity and Capital Resources

                  The Company has had no material  operations and, as of October
        31, 1998, the Company had working capital of $408,671. The Company had a
        current  ratio  of 92 to 1 at  October  31,  1998.  Stockholders  equity
        increased  from  $402,155  for the fiscal  year  ended July 31,  1998 to
        $405,371 for the three months ended October 31, 1998, which represents a
        net gain of $3,216 for the three 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.

         The Company's operations are not effected by the Y2K problem.


                                                       9

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                                                   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: December 14, 1998




         U.S.A. GROWTH INC.



         By:____________________________
                     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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