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, 1999

                                                           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, 1999, is 11,100,000 shares.


                                                           1

<PAGE>



                                                   U.S.A. GROWTH INC.
<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                          INDEX

                                                                                                 Page No.

PART 1 - FINANCIAL INFORMATION:

         Item 1 - Financial Information
         Balance Sheet - April 30, 1999
         (unaudited)                                                                              3

         Statements of Operations -
           Three Months Ended April 30, 1999                                                      4
           and 1998 and Cumulative From August 14,
           1987 (Date of Inception) to April 30,
           1999

         Statements of Operations -
           Nine Months Ended April 30, 1999                                                      5
           and 1998 and Cumulative From August 14,
           1987 (Date of Inception) to April 30,
           1999

         Statements of Cash Flows -
         Three months ended April 30, 1998
           and 1999 Cumulative August 14, 1987 (Date
           Of Inception) to April 30, 1999                                                      6

         Statements of Cash Flows -
         Nine months ended April 30, 1998
           and 1999 Cumulative August 14, 1987 (Date
           Of Inception) to April 30, 1999                                                     7

         Notes to Financial Statements                                                         8

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



                                                           2

<PAGE>



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

                                                      BALANCE SHEET
                                                     April 30, 1999
                                                       (Unaudited)

                                     ASSETS

         CURRENT ASSETS:
         Cash and cash equivalents                                     $405,068
         Income taxes receivable                                          1,150

         total current assets                                                                           $406,218

                                           LIABILITY AND STOCKHOLDERS 'EQUITY

         CURRENT LIABILITY, accounts payable                                                             $    0

         STOCKHOLDERS' EQUITY:
         Common stock, par value $.001 per share,
         authorized 100,000,000 shares, issued
         11,100,000 shares                                             $11,100
         Capital in excess of par value                                723,243
         Deficit accumulated during development stage                 (328,125)
         Total stockholders' equity                                                                       406,218

                                                                                                         $406,218


                                                           3

<PAGE>



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

                                                STATEMENT OF OPERATIONS
                                                      (Unaudited)

                                                     Cumulative
                                                     August 14, 1987
                               (Date of Inception)
                                                     to                               Three Months  Ended April 30,
                                                     April 30, 1999                     1999              1998

INTEREST AND DIVIDEND INCOME                         $ 247,121                          $ 4,499          $ 5,149

EXPENSES:
Selling, general and
administrative expenses                                289,408                          $ 7,043           $21,029
Expenses incurred as a result
of rescinded investment                                270,734

                                                       560,142                           7,043             21,029

INCOME (LOSS) BEFORE
TAXES                                                 (313,021)                         (2,544)           (15,880)
INCOME TAXES:
 Federal                                                 3,739
State                                                   11,365
                                                        15,104

NET INCOME (LOSS)                                     (328,125)                         (2,544)            (15,880)

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      11,100,000


                                                           4

<PAGE>



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

                                                STATEMENT OF OPERATIONS
                                                      (Unaudited)

                                                     Cumulative
                                                     August 14, 1987
                               (Date of Inception)
                                                     to                                  Nine  Months  Ended April 30,
                                                     April  30, 1999                      1999              1998

INTEREST AND DIVIDEND INCOME                         $ 247,121                          $14,175           $15,547

EXPENSES:
Selling, general and
administrative expenses                                289,408                          $10,112           $24,712
Expenses incurred as a result
of rescinded investment                                 270,734

                                                        560,142                          10,112            24,712

INCOME (LOSS) BEFORE
TAXES                                                  (313,021)                          4,063            (9,165)
INCOME TAXES:
 Federal                                                  3,739
State                                                    11,365                                               500
                                                         15,104                                               500

NET INCOME (LOSS)                                      (328,125)                          4,063            (9,665)

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       11,100,000

                                                           5

<PAGE>



                                                    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                         Three Months Ended April 30,
                                            April 30, 1999                      1999                      1998

CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                  $(328,125)                          $(2,544)                  $(15,880)
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                               (221)                            (4,450)
Total adjustments                             9,250

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                       (318,875)                            (6,994)                    (15,880)

NET CASH PROVIDED BY FINANCING
  ACTIVITIES, net proceeds from
sales of common stock                       723,943                                                         10,400

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                       405,068                              (6,994)                    (5,480)
CASH AND CASH EQUIVALENTS,
beginning of period                                                             412,062                   406,998

CASH AND CASH EQUIVALENTS,
end of period                             405,068                               405,068                   401,518

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



                                                           6

<PAGE>



                                                    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                         Nine months Ended April 30,
                                            April 30, 1999                      1998                      1998


CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                  $(328,125)                          $4,063                  $(9,665)
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                                (221)                     (4,450)
Total adjustments                              9,250

NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                        (318,875)                       (387)                      $ (9,665)

NET CASH PROVIDED BY FINANCING
  ACTIVITIES, net proceeds from
sales of common stock                        723,943                                                     10,400

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                        405,068                             (387)                        735

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

CASH AND CASH EQUIVALENTS,
end of period                               405,068                             405,068                   401,518

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 April 30,  1999 and the results of  operations
        and cash flows for the three and nine  months  ended  April 30, 1999 and
        1998 and from the date of inception to April 30, 1999. 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 and nine months ended April 30,
        1999 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 April 30,  1999,  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 April 30, 1999.

NOTE 4 - CHANGES IN STOCKHOLDERS' EQUITY:

        Accumulated  deficit  increased by $2,544 which  represents the net loss
        for the three months ended April 30, 1999.

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.


                                                           8

<PAGE>



        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 April 30, 1999, the
                  entire  balance of $8,938 was  insured.  The Company  also has
                  $396,030  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
        not retained  any  independent  consultants,  as the  management  of the
        Company has  established  numerous  contacts which, on an ongoing basis,
        can lead to inquiries  from  potential  acquisition  contacts.  However,
        management is currently considering retaining independent consultants to
        help  analyze  its  current  business   strategy  with  a  view  towards
        restructuring or reorganizing the Company.  In the event consultants are
        retained, 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 April 30,
        1999 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, 1999 the
        Company's  cash  balance  was  $8,938 of which  $8,938 is insured by the
        FDIC.  The  remaining  funds of $396,030 is invested in uninsured  money
        market mutual funds which invests in government securities.  The Company
        had a net loss of $2,544 for the three  months  ended  April 30, 1999 as
        compared to a net loss of $15,880 for the three  months  ended April 30,
        1998.

                  Selling,  general and administrative expenses during the three
        months  ended  April 30, 1999 were $7,043 as compared to $21,029 for the
        three  months  ended April 30,  1998,  a decrease  of $13,986.  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, 1999, the Company had working  capital of $405,068.  The Company had
        no liabilities as of April 30, 1999.  Stockholders equity increased from
        $402,155  for the fiscal year ended July 31,  1998 to  $406,218  for the
        nine months ended April 30, 1999,  which represents a net gain of $4,063
        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.

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


                                                       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: June 16, 1999




         U.S.A. GROWTH INC.


         By:/s/ Robert Scher
                     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>