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 April 30, 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 April 30, 1997, is 10,970,000 shares.


                                                           1
<PAGE>

                                                   U.S.A. GROWTH INC.

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

                                                                                                 Page No.

PART 1 - FINANCIAL INFORMATION:

         Item 1 - Financial Information
         Balance Sheet - April 30, 1997
         (unaudited)                                                                                       3

         Statements of Operations -
           Three Months Ended April 30, 1997                                                               4
           and 1996 and Cumulative From August 14,
           1987 (Date of Inception) to April 30,
           1997 (unaudited)

         Statements of Operations -                                                                        5
           Nine Months ended April 30, 1997
            and 1996 Cumulative August 14, 1987 (Date
            of Inception) to April 30, 1997

         Statements of Cash Flows -
          Three Months Ended April 30, 1997
           and 1996 Cumulative August 14, 1987 (Date
           Of Inception) to April 30, 1997                                                                6

         Statements of Cash Flows -
          Nine Months Ended April 30, 1997
           and 1996 Cumulative August 14, 1987 (Date
           Of Inception) to April 30, 1997                                                                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

</TABLE>

                                                           2
<PAGE>

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

BALANCE SHEET
April 30, 1997
(Unaudited)

                                                              ASSETS

         CURRENT ASSETS:
         Cash and cash equivalents                                              $398,415
         Income taxes receivable                                                      1,000

         total current assets                                                            399,415

                                           LIABILITY AND STOCKHOLDERS 'EQUITY

         CURRENT LIABILITY, accounts payable                                            $2,100

         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                                            (326,628)
         Total stockholders' equity                                                       397,315

                                                                        $399,415

</TABLE>

                                                           3
<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                                 Three Months Ended April 30,
                                                     April 30, 1997                              1997                      1996

INTEREST AND DIVIDEND INCOME                          $ 206,744                          $  4,830                         $ 4,662

EXPENSES:
Selling, general and
administrative expenses                                 248,195                          $   1,994                        $ 1,347
Expenses incurred as a result
of rescinded investment                                 270,734

                                                        518,929                              1,994                           1,347

INCOME (LOSS) BEFORE
TAXES                                                  (312,185)                             2,836                           3,315
INCOME TAXES:
 Federal                                                  3,739
State                                                    10,704
                                                         14,443

NET INCOME (LOSS)                                      (326,628)                              2,836                          3,315
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>
                                                    4
<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                                          Nine months Ended April 30,
                                            April 30, 1997                                       1997                      1996

INTEREST AND DIVIDEND
  INCOME                                    $  206,744                                   $   14,663                       $ 14,364

EXPENSES:
Selling, general and
administrative expenses                         248,195                                  $    7,861                       $ 13,712
Expenses incurred as a result
of rescinded investment                         270,734

                                                518,929                                        7,861                        13,712

INCOME (LOSS) BEFORE
TAXES                                          (312,185)                                       6,802                           652

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

NET INCOME (LOSS)                              (326,628)                                       6,302                            39
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 April 30,
                                            April 30, 1997                              1997                       1996

CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                       $(326,628)                             $2,836                      $3,315
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

NF-T CASH PROVIDED BY (USED fN)
OPERATING ACTIVITIES                                 (325,528)                          2,836                        3,315

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

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                                 398,415                            2,836                        3,315

CASH AND CASH EQUIVALENTS,
beginning of period                                                                     395,579                    386,334

CASH AND CASH EQUIVALENTS,
end of period                                        398,415                            398,415                    389,649

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

</TABLE>
                                                         6
<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                         Nine Months Ended April 30,
                                            April 30, 1997                              1997                       1996

CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Income (loss)                               $(326,628)                             $6,302                       $39
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                                                           113


NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                               (325,528)                          6,302                          152


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

NET INCREASE (DECREASE)
 IN CASH
 AND CASH EQUIVALENTS                                398,415                            6,302                         152

CASH AND CASH EQUIVALENTS,
beginning of period                                                                     392,113                    389,497

CASH AND CASH EQUIVALENTS,
end of period                                        398,415                            398,415                    389,497

SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION, cash paid for
income taxes                                         $20,396                                                           527

                                                           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 April 30,
1997, and the results of operations and cash flows for the three and nine months
ended April 30, 1997 and 1996 and from the date of  inception to April 30, 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's Form 10-KSB for the year ended July 31,
1996 .

The results of operations for the three and nine months ended April 30, 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 April 30, 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 April 30, 1997.

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 franchiser of general  merchandise
stores. An additional 21,000,000 restricted shares



                                                           8
<PAGE>

                                                   U.S.A. GROWTH INC.
                                              (A Development Stage Company)

                                              NOTES TO FINANCIAL STATEMENTS
                                                       (Unaudited)

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.
        NOTE 5 - CHANGES IN STOCKHOLDERS' EQUITY:

Accumulated  deficit  decreased by $2,836 which  represents the net gain for the
three months ended April 30, 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 April
30,  1997,  the entire  balance of $16,868 was  insured.  The  Company  also has
$381,547 in an uninsured  money market  mutual fund which  invests in short term
U.S. government securities.


                                                           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 February 27,  1997,  the Company  signed a Letter of Intent to acquire  World
Wide web Casinos,  Inc., an Internet gambling company,  for common shares of the
Company. The parties are currently preparing a Definitive Merger Agreement.


Results of Operations

The  Company is a  development  stage  company  and as of April 30, 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 April 30,
1997 the  Company's  cash balance was $16,868 of which $16,868 is insured by the
FDIC.  The  remaining  funds of $381,547 is invested in  uninsured  money market
mutual funds which invests in government securities.  The Company had a net gain
of $2,836 for the three months ended April 30, 1997 as compared to a net gain of
$3,315 for the three months ended April 30, 1997.

Selling, general and administrative expenses during the three months ended April
30, 1997 were $1,994, as compared to $1,347 for the three months ended April 30,
1996,  an  increase  of $647.  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 April 30,  1997,  the
Company had working capital of $398,415.  The Company had a current ratio of 193
to 1 at April 30, 1997.  Stockholders  equity  increased  from  $391,013 for the
fiscal year ended July 31, 1996 to $397,315  for the nine months ended April 30,
1997, which represents a net gain of $6,302 for the nine 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.




<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: May 14, 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.





                                                          12
<PAGE>