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, 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

                                                          Page No.

PART 1 - FINANCIAL INFORMATION:

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

         Statements of Operations -
           Three Months Ended October 31, 1997             4
           and 1996 and Cumulative From August 14,
           1987 (Date of Inception) to October 31,
           1997

         Statements of Cash Flows -
         Year Ended October 31, 1997
           and 1996 Cumulative August 14, 1987 (Date
           Of Inception) to October 31, 1997                           5

         Notes to Financial Statements                                 6

         Item 2.           Management's Discussion and Analysis
                           of Financial Condition and Results
                           of Operations                               9


PART II.          OTHER INFORMATION                                    12


                                                           2
<PAGE>

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

BALANCE SHEET
October 31, 1997
(Unaudited)

                                                              ASSETS

         CURRENT ASSETS:
         Cash and cash equivalents                                     $404,005
         Income taxes receivable                                          1,000

         total current assets                                          $405,005

                                           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                 (321,608)
         Total stockholders' equity                                    402,335

                                                                      $405,005


                                                           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 October 31,
                                                     October 31, 1997                   1997                       1996

INTEREST AND DIVIDEND INCOME                         $ 217,109                          $ 5,204                   $ 4,915

EXPENSES:
Selling, general and
administrative expenses                               252,379                          $  1,482                  $  1,570
Expenses incurred as a result
of rescinded investment                               270,734

                                                      523,113                            1,482                      1,570

INCOME (LOSS) BEFORE
TAXES                                                (306,004)                           3,722                     3,345
INCOME TAXES:
 Federal                                                3,739
State                                                  11,865                              500                       500
                                                       15,604                              500                       500

NET INCOME (LOSS)                                    (321,608)                           3,222                      2,845
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 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 October 31,
                                            October 31, 1997                    1997                      1996

CASH FLOWS FROM OPERATING
ACTIVITIES:
         Net Income (loss)                  $(321,608)                          $3,222                     $2,845
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                        (319,938)                           3,222                     2,845

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

NET INCREASE (DECREASE)
IN CASH
AND CASH EQUIVALENTS                        404,005                             3,222                     2,845

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

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

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

</TABLE>
                                                           5
<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 October 31, 1997 and the results of operations
        and cash flows for the three months ended  October 31, 1997 and 1996 and
        from the date of  inception  to  October  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's Form 10-KSB for
        the year ended July 31, 1997 .

        The results of operations  for the three months ended October 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 account and money
        market mutual funds with a yield of 2-5%.

NOTE 3 - INCOME TAXES:

        At October 31, 1997,  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 October 31, 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



                                                           6
<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 $3,222 which  represents the net gain
        for the three months ended October 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,  for $.17, one share of common stock and one Class B common
        stock  purchase  warrant,  through  December 31,  1997.  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, 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,  1997,  the entire  balance  of $12,274  was
        insured.  The Company  also has  $391,631 in an  uninsured  money market
        mutual fund which invests in short term U.S. government securities.

        NOTE 8 - 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.  The  Agreement  provides  that the  Company's  Class A
        warrants are to be exchanged ultimately for shares in WWWC Acquisition

                                                           7
<PAGE>

        Corporation  and that the exercise  date for the  warrants,  formerly
        August 16, 1997 is to be extended to a mutually acceptable  date.  The
        Board of Directors voted, on August 15, 1997 to extend the exercise date
        for the Class A warrants to  December  31,  1997.  The  agreement  shall
        become effective when the parties involved have satisfied all conditions
        therein.





                                                           8
<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.
The Agreement  provides that the Company's  Class A warrants are to be exchanged
ultimately for shares in WWWC Acquisition Corporation and that the exercise date
for the  warrants,  formerly  August 16,  1997 is to be  extended  to a mutually
acceptable  date. The Board of Directors voted, on August 15, 1997 to extend the
exercise date for the Class A warrants to December 31, 1997. The agreement shall
become  effective  when the  parties  involved  have  satisfied  all  conditions
therein.


      Results of Operations

      The Company is a development  stage company and as of October 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 October
31, 1997 the  Company's  cash balance was $12,294 of which $12,294 is insured by
the FDIC. The remaining  funds of $391,631 is invested in uninsured money market
mutual funds which invests in government securities.  The Company had a net gain
of $3,222 for the three months ended  October 31, 1997 as compared to a net gain
of $2,845 for the three months ended October 31, 1997.

         Selling,  general and  administrative  expenses during the three months
ended  October 31, 1997 were $1,482,  as compared to $1,570 for the three months
ended October 31, 1996, a decrease of $88. Selling,  general and  administrative
expenses,  primarily consisted of professional (legal and accounting),  transfer
agent  and  filing  fees  and  expenses   related  to   investigating   business
opportunities.

                                                           9
<PAGE>

       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 October 31, 1997,
the Company had working capital of $404,005.  The Company had a current ratio of
193 to 1 at October 31, 1997.  Stockholders  equity  increased from $399,113 for
the fiscal  year ended  July 31,  1996 to  $402,335  for the nine  months  ended
October 31, 1997, which represents a net gain of $3,222 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.



                                                           10

<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: December 19, 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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