================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-QSB

(MARK ONE)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

     For the quarterly period ended September 30, 1999

[  ] TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

For the transition period from _______________ to _______________

                                     0-20436
                             Commission file number

                       U.S. AUTOMOTIVE MANUFACTURING, INC.
        (Exact Name of Small Business Issuer as Specified in its Charter)

            Delaware                                             65-0309477
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

                            Route 627, Airport Drive,
                       Tappahannock, VA 22560 (Address of
                     principal executive offices) (Zip Code)
         Issuer's telephone number, including area code: (804) 444-5356

--------------------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 |_|

As of November 22, 1999,  the Issuer had  1,245,367  shares  outstanding  of its
common stock, $.001 par value.


<PAGE>


                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                                 <C>
PART I. FINANCIAL INFORMATION........................................................................3

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets at September 30, 1999 (unaudited) and December 31, 1998.........3

         Consolidated Statements of Operations (unaudited) for the three months ended
         September 30, 1999 and September 30, 1998...................................................4

         Consolidated Statements of Operations (unaudited) for the nine months ended
         September 30, 1999 and September 30, 1998...................................................5

         Consolidated Statements of Cash Flows (unaudited) for the nine months ended
         September 30, 1999 and September 30, 1998...................................................6

         Notes to Consolidated Financial Statements .................................................7

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

PART II. OTHER INFORMATION ..........................................................................15

Item 1. Legal Proceedings............................................................................15

Item 2. Changes in Securities and Use of Proceeds....................................................16

Item 4.  Submission of Matters to a Vote of Security Holders.........................................16

Item 6. Exhibits and Reports on Form 8-K.............................................................16

SIGNATURES        ...................................................................................17
</TABLE>


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       U.S. AUTOMOTIVE MANUFACTURING, INC.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                  September 30, 1999  December 31, 1998
                                                                  ------------------  -----------------
                                                                       (unaudited)
<S>                                                                    <C>             <C>
ASSETS
Current Assets:
                Cash ...............................................   $    244,714    $    338,641
                Accounts Receivable (net of allowance for doubtful
                    accounts of $115,295 and $195,431, respectively)      5,024,798       5,043,316
                Inventories ........................................      9,734,908       9,420,570
                Prepaid Expense and other ..........................        268,309          16,078
                                                                       ------------    ------------
                Total Current Assets ...............................     15,272,729      14,818,605
Property, plant and equipment (net of accumulated
                depreciation of $2,426,028 and $1,599,818,
                respectively) ......................................     11,128,796      11,062,084
Deferred financing costs ...........................................        326,047         216,000
Goodwill, net ......................................................      5,715,422       5,954,669
                                                                       ------------    ------------
TOTAL ASSETS .......................................................   $ 32,442,994    $ 32,051,358
                                                                       ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
                Line of credit .....................................   $       --      $  7,691,370
                Current portion of long-term debt ..................        445,666         693,163
                Accounts payable ...................................      3,440,986       3,965,184
                Accrued liabilities ................................      1,335,080         756,703
                                                                       ------------    ------------
                                    Total Current Liabilities ......      5,221,732      13,106,420

Long-term debt, less current portion ...............................     10,561,053         552,408
Redeemable convertible debentures ..................................      2,070,000       2,250,000
Line of Credit .....................................................           --         1,050,000
Notes payable to shareholders ......................................      5,250,000       4,980,000
                                                                       ------------    ------------
                                    Total Liabilities ..............     23,102,785      21,938,828
                                                                       ------------    ------------
Stockholders' Equity:
Issued & outstanding capital stock $.001 par value .................          1,245           1,048
Additional paid-in capital .........................................     39,172,198      38,900,222
Accumulated deficit ................................................    (29,833,234)    (28,788,740)
                                                                       ------------    ------------
                                    Total Stockholders' Equity .....      9,340,209      10,112,530
                                                                       ------------    ------------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ...........................   $ 32,442,994    $ 32,051,358
                                                                       ============    ============
</TABLE>


                 The accompanying notes are an integral part of
                    these consolidated financial statements.


<PAGE>

                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                      Consolidated Statements of Operations

                                   (Unaudited)

                                                           Three Months
                                                        Ended September 30,
                                                     --------------------------
                                                         1999           1998
                                                     -----------    -----------
Net Sales ........................................   $ 5,661,471    $ 5,590,661
Cost of Goods Sold ...............................     4,422,023      4,031,877
                                                     -----------    -----------
Gross Profit .....................................     1,239,448      1,558,784
                                                     -----------    -----------
Operating Expenses:
        Selling and delivery .....................       769,050        771,627
        General and administrative ...............       933,498      1,077,953
                                                     -----------    -----------
        Total Operating Expenses .................     1,702,548      1,849,580
                                                     -----------    -----------
Operating income (loss) ..........................      (463,100)      (290,796)
Interest expense .................................      (499,219)      (419,810)
                                                     -----------    -----------
Net Income/(Loss) ................................   $  (962,319)   $  (710,606)
                                                     ===========    ===========
Net Income/(Loss) per share, basic and diluted ...   $     (0.86)   $     (0.68)
                                                     ===========    ===========
Weighted average shares outstanding ..............     1,124,168      1,048,326
                                                     ===========    ===========


                 The accompanying notes are an integral part of
                    these consolidated financial statements


<PAGE>



                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                      Consolidated Statements of Operations

                                   (Unaudited)

                                                 Nine Months Ended September 30,
                                                 ------------------------------
                                                    1999                1998
                                                 ------------      ------------
Net Sales ..................................     $ 21,025,787      $ 14,947,830
Cost of Goods Sold .........................       15,642,114        11,213,749
                                                 ------------      ------------
Gross Profit ...............................        5,383,673         3,734,081
                                                 ------------      ------------
Operating Expenses:
        Selling and delivery ...............        2,303,709         2,103,009
        General and administrative .........        2,611,238         2,983,844
                                                 ------------      ------------
Total Operating Expenses ...................        4,914,947         5,086,853
                                                 ------------      ------------
Operating income (loss) ....................          468,726        (1,352,772)
Interest expense ...........................       (1,513,220)         (970,913)
                                                 ------------      ------------
Net Loss ...................................     $ (1,044,494)     $ (2,323,685)
                                                 ============      ============
Net Loss per share, basic and diluted ......     $      (0.96)     $      (2.21)
                                                 ============      ============
Weighted average shares outstanding ........        1,086,069         1,048,326
                                                 ============      ============


                 The accompanying notes are an integral part of
                     these consolidated financial statements


<PAGE>



                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                      Consolidated Statements of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine Months Ended September 30,
                                                                                     ----------------------------
                                                                                        1999            1998
                                                                                     ------------    ------------
<S>                                                                                  <C>             <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net loss .........................................................................   $ (1,044,494)   $ (2,323,685)
Adjustments to reconcile net loss
to net cash provided (used) by operating activities:
                Depreciation .....................................................        826,210         718,141
                Amortization .....................................................        320,247         266,247
                Change in provision for doubtful accounts ........................        (80,136)        (44,938)
                Rollover of accrued interest into n/p to shareholders.............        270,000            --
                Issuance of common stock in satisfaction of related party payables         49,166            --
                (Increase) Decrease In:
                                    Accounts receivable ..........................         98,654      (2,446,387)
                                    Inventory ....................................       (314,338)     (2,185,428)
                                    Prepaid expenses and other ...................       (252,231)        278,680
                Increase (Decrease) In:
                Accounts payable and accrued liabilities .........................         97,186       1,604,732
                                                                                     ------------    ------------
Total Adjustments ................................................................      1,014,758      (1,808,953)
                                                                                     ------------    ------------
Net Cash provided by (used in) Operating Activities ..............................        (29,736)     (4,132,638)
                                                                                     ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures .............................................................       (892,922)     (1,367,110)
                                                                                     ------------    ------------
CASH FLOW FROM FINANCING ACTIVITIES
Deferred financing costs .........................................................       (191,047)       (270,000)
Proceeds from convertible debentures .............................................            --        2,250,000
Net (repayments) borrowings on notes payable and line of credit ..................     (8,741,370)      3,260,981
 Net borrowings on revolving line of credit ......................................      9,761,148            --
                                                                                     ------------    ------------

Net cash provided by financing activities` .......................................        828,731       5,240,981

NET DECREASE IN CASH .............................................................        (93,927)       (258,767)
CASH-beginning of period .........................................................        338,641       1,001,843
                                                                                     ------------    ------------
CASH-end of period ...............................................................   $    244,714    $    743,076
                                                                                     ============    ============
</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financial statements.


<PAGE>


                       U.S AUTOMOTIVE MANUFACTURING, INC.

                   Notes to Consolidated Financial Statements

                               September 30, 1999

                                   (Unaudited)


NOTE 1: BUSINESS OPERATIONS AND ORGANIZATION

U.S.  Automotive  Manufacturing,  Inc., a Delaware  corporation  incorporated on
January 16, 1992, together with its wholly-owned subsidiaries Quality Automotive
Company and U.S.  Automotive  Friction,  Inc.  (collectively,  the "Company") is
engaged  in the  manufacture,  assembly  and  distribution  of new  and  rebuilt
automotive   friction   products.   The  Company  maintains   manufacturing  and
warehouse/distribution facilities in Tappahannock, Virginia and Sanford, Florida
(the "Facilities"), which Facilities are either owned or leased by the Company.

The Company manufactures a full line of friction automotive products,  including
brake lining,  integrally molded and riveted brake pads and remanufactured brake
shoes.  The Company markets  various grades of friction  lining,  asbestos,  non
asbestos organic and semi-metallic formulas,  suitable for use by the automotive
and light truck  after-markets.  The Company's  products are marketed  under the
Brakes Worth Stopping For, (R) Silent Solution, (R) Gold Max, (R) Dual Friction,
(TM) Ultra  Brake,(TM)  Ustop,(TM)  and Quality  Automotive(TM)  tradenames  and
various private label packaging.  In 1998, the Company's products were also sold
under the Roinco,(TM) and Max Life (TM) tradename.

Brake pads,  brake shoes or a combination of both are  incorporated in all makes
and models of American and imported  automobiles.  All imported and the majority
of late model domestic  automobiles  are equipped with  integrally  molded brake
pads.  The  Company  generally  produces  the  replacement  brake under the same
process used to manufacture the vehicle's original equipment.

The Company sells its friction  products to other automotive  manufacturers  and
the automotive  after-market.  The automotive after-market encompasses the parts
and service  sold to the vehicle  owners for repair or  replacement  of original
equipment  parts.  The Company  believes that the market for  replacement  parts
generally consists of vehicles which are three to twelve years old. Sales of the
Company's  products  are made to mass  merchandisers,  automotive  distributors,
chain  stores and other brake  manufacturers.  The  Company  does not market its
products directly to retail customers.

NOTE 2: UNAUDITED INTERIM STATEMENTS

The accompanying unaudited consolidated financial statements of the Company have
been  prepared in  accordance  with the  instructions  to Form 10-QSB and do not
include all of the  information  and  footnotes  required by generally  accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (which consist only of normal recurring adjustments)
necessary  for  a  fair  presentation   have  been  included.   All  significant
intercompany  transactions and balances have been eliminated.  Operating results
for the nine months ended September 30, 1999, are not necessarily  indicative of
the  results  to be  expected  for the year  ending  December  31,  1999.  These
financial  statements and notes should be read in conjunction with the financial
statements  and notes thereto  included in the  Company's  annual report on Form
10-KSB for the year ended December 31, 1998.

<PAGE>


NOTE 3: REVERSE SPLIT

On February 5,1999, the Company's Board of Directors approved a 1-for-15 reverse
split  with  respect  to the  Company's  common  stock.  All share and per share
information  contained in these  financial  statements  have been  retroactively
adjusted to give effect to the reverse stock split.

NOTE 4: INVENTORY

     Major inventory components were as follows:

                                        September 30, 1999     December 31, 1998
                                            (unaudited)
                                        ------------------     -----------------
Raw materials .....................          $4,033,445           $4,131,240
Work in Progress ..................             200,800              107,133
Finished goods ....................           5,500,663            5,182,197
                                             ----------           ----------
                                             $9,734,908           $9,420,570
                                             ----------           ----------

NOTE 5: DEBT

     Private Placement

     The Company obtained financing during the first quarter of 1998 through the
private  placement  of debt and  equity  instruments  on  February  27,1998 to a
director and an affiliate of another director of the Company, respectively ("the
February  1998  Offering").  The sale was made  pursuant to a private  placement
consisting  of (i) two (2)  unsecured  non-negotiable  promissory  notes  in the
aggregate  principal  amount of $400,000,  bearing interest at the rate of 10.5%
per annum and a  maturity  date of  February  28,  1999 (the  "Notes" ) and (ii)
warrants to purchase up to an  aggregate  of 6,666  shares of the Common  Stock,
maturing  in  February  2003,  at a  conversion  price equal to $30.00 per share
subject to  adjustment  in certain  conditions.  The net proceeds to the Company
were  approximately  $370,000.  The warrants are  redeemable by the Company upon
notice of not less than 30 days at a price of $0.75 per warrant,  provided  that
the closing bid  quotation  of the Common Stock on all 20 trading days ending on
the third day prior to the day of which the Company  gives notice of  redemption
has been at least 150% of the then effective exercise price of the warrants. The
exercise  price and number of shares of Common Stock issuable on exercise of the
warrants are subject to  adjustment in certain  circumstances,  including in the
event  of  a  stock  dividend,  recapitalization,   reorganization,   merger  or
consolidation of the Company. The outstanding  principal balance,  together with
accrued interest, under the Notes was fully repaid by the Company on or prior to
the February 28, 1999 maturity date.

     Convertible Debentures

     In June 1998, the Company obtained additional financing through the sale of
8%  redeemable  convertible  debentures  (each  a  "Reg  S  Debenture"),  in the
aggregate principal amount of $2,250,000,  pursuant to Regulation S ("Regulation
S") under  the  Securities  Act of 1933,  as  amended  (the  "Act")  (the "Reg S
Offering").  The Reg S Debentures represent unsecured obligations of the Company
and must be converted  into shares (the  "Conversion  Shares") of the  Company's
Common  Stock at the  maturity  date  (December  31, 2000) unless they have been
converted  earlier,  at the option of the holder.  The  conversion  price of the
Debentures  will be equal to 80% of the average  closing bid price of the shares
of Common Stock as quoted on the Nasdaq SmallCap Market for the five (5) trading
days  immediately   preceding  the  date  of  conversion.   Notwithstanding  the
foregoing,  the Company is not obligated to, but may in its sole  determination,
issue  more than  209,660  Conversion  Shares  (the  "Maximum  Conversion  Share
Allotment").  The Company  also  agreed,  at its  expense,  to (x) file with the
Securities and Exchange

<PAGE>


     Commission  ("SEC") on or before August 29, 1998, a registration  statement
covering  the issuance by the Company of the  Conversion  Shares and (y) use its
reasonable  best  efforts to cause such  registration  statement  to be declared
effective under the Act as soon as possible thereafter.  The Company has not yet
filed a registration statement.

     The Reg S Debentures provided for initial interest of 8% per annum (subject
to increase under certain circumstances),  payable upon conversion or redemption
of the Reg S Debentures, in cash or shares of Common Stock, at the option of the
Company.  The interest rate increased to 20% per annum for the period commencing
January 1, 1999 as a result of the underlying  Conversion Shares having not been
covered by such date by an effective  registration statement filed with the SEC.
It is not expected that the Conversion Shares will be able to be registered with
the SEC before  December 31,  1999.  At such time as the  underlying  shares are
registered or tradable, without regard to registration, the rate shall revert to
the 8% per annum.  Further,  if upon  conversion of the  Debentures  the Company
would otherwise issue shares of Common Stock in excess of the Maximum Conversion
Share Allotment,  the interest rate on the Debentures will,  effective as of the
issuance of the Maximum  Conversion Share  Allotment,  increase to 25% per annum
with respect to the unconverted Debentures. The 25% interest rate shall continue
until the  Debentures  are  redeemed by the Company or the Company has  obtained
authorization to issue additional shares of USAM Stock for use in lieu of a cash
redemption of debentures at which time the interest rate on any Debentures  then
outstanding  shall revert to 8% per annum. The Company has agreed that if it has
not either  retired the remaining  Debentures  with accrued but unpaid  interest
within ten (10) days of the issuance of the Maximum  Conversion  Share Allotment
or  issued  a proxy  statement  soliciting  stockholder  authorization  to issue
additional  shares in lieu of such cash redemption of the remaining  Debentures,
the Company  would pay a penalty  equal to the  difference  between the interest
rate paid since inception and 25% on those Debentures  which remain  outstanding
after the issuance of the Maximum  Share  Allotment.  Such penalty  shall not be
applicable if the Company issues such proxy as contemplated.

     The  principal  source of capital for the Company's  operations  during the
period  ended  August  9, 1999 was the line of credit  (the  "Credit  Facility")
between  Quality  Automotive  Company,  the  Company's  subsidiary  and  LaSalle
Business  Credit,  Inc. On August 9, 1999 the Credit  Facility was fully retired
with the proceeds of the Company's new  $15,000,000  Senior Credit and Term Loan
Agreement ("Senior Credit  Agreement") with IBJ Whitehall,  as Agent. The Senior
Credit Agreement, at September 30, 1999 consisted of the following:

     (i)  a secured revolving credit facility of up to $12 million. Advances are
          made by formula on the Company's accounts receivable and inventory. At
          September 30, 1999,  the  revolving  credit had  approximately  $8.517
          million  of  a  possible  $8.617  million  outstanding.   Interest  is
          calculated at the prime rate plus 3/4% (9% at September 30, 1999)

     (ii) a secured  loan  covering  machinery,  equipment,  property  and plant
          having an original  loan  amount of  approximately  $2.108  million of
          which $2.079 million was  outstanding  at September 30, 1999.  Monthly
          installments  of  $29,294  are due until  maturity,  at which time any
          balance  outstanding is due.  Interest is calculated at the prime rate
          plus 1% (9.25% at September 30, 1999)

    (iii) a secured  loan  covering  machinery  and  equipment  put into service
          under a capital expenditure  facility of 1999. The facility allows for
          the financing of up to $1,000,000 of capital expenditures since May 1,
          1999 at an  advance  rate of 80% of the  cost  of the  equipment.  The
          original amount outstanding at closing was $238,990.  At September 30,
          1999, the balance  outstanding was  approximately  $236,000.  The loan
          calls for monthly  payments of 1/72 of each advance,  with any balance
          being due at the maturity  date.  Interest is  calculated at the prime
          rate plus 1% (9.25% at September 30, 1999).

     The Company's  obligation to pay the principal of, interest on, premium, if
any, and all other amounts payable on account of the Senior Credit  Agreement is
secured by substantially  all of the assets of the Company as well as the pledge
of all of the Company's ownership interest in Quality.  Pursuant to the terms of
the Senior Credit Agreement, under certain restrictive criteria, the Company may
choose to borrow  under a formula  equal to 300 basis  points  over  LIBOR.  The
Senior Credit Agreement contains provisions which restrict the Company's ability
to declare cash  dividends and covenants  include a fixed charge  coverage ratio
and a minimum net worth test.  During the quarter  $180,000  principal amount of
debentures plus accured interest were converted into common stock.


<PAGE>


NOTE 6: STOCKHOLDERS' EQUITY

     On March 31,  1999,  the  Company  issued to two  directors  of the Company
11,759 and 22,734 shares of the Company's  Common Stock, in exchange for accrued
but unpaid  obligations  owing by the Company to such  individuals  and/or their
affiliates.

     On March 31,  1999,  the  Company  granted to  executive  officers  and key
employees of the Company  options  pursuant to the Company's 1992 and 1998 Stock
Option Plans, as follows:

     (i)  The Company  granted to an executive  officer of the Company  ten-year
          options pursuant to the 1992 Stock Option Plan to purchase up to 1,800
          shares of the Company's  Common Stock,  at an exercise price of $1.063
          (the closing sales price for the Common Stock on March 31,1999).  Such
          options vest immediately;

     (ii) The Company  granted to an executive  officer of the Company  ten-year
          options pursuant to the 1998 Stock Option Plan to purchase up to 1,800
          shares of the Company's  Common Stock,  at an exercise price of $1.063
          (the closing sales price for the Common Stock on March 31, 1999). Such
          options vest immediately;

    (iii) The Company granted to a key employee of the Company  ten-year options
          pursuant to the 1992 Stock Option Plan to purchase up to 307 shares of
          the Company's  Common  Stock,  at a price of $1.063 (the closing sales
          price for the Common Stock on March 31,1999).  Such options shall vest
          in equal quarterly installments over the course of four (4) years from
          the date of the option grant; and

     (iv) The Company  granted to certain key  employees of the Company  options
          pursuant to the Company's  1998 Stock Option Plan to purchase up to an
          aggregate  of  29,000  shares of the  Company's  Common  Stock,  at an
          exercise  price of  $1.063  (the  closing  sales  price for the Common
          Stock at March 31, 1999).  Such options shall vest in equal  quarterly
          installments  over the  course of four (4) years  from the date of the
          option grant.

     Options to  purchase up to 2,000  shares of the  Company's  Common  Stock ,
granted to a key employee pursuant to the 1998 Stock Option Plan, were cancelled
prior to issuance during the quarter ended June 30, 1999.

     In  addition,  on March 31, 1999,  the Company  re-priced  all  outstanding
options  under the 1992 Stock  Option  Plan,  exercisable  to  purchase up to an
aggregate of 93 shares of the Company's  Common Stock,  to $1.063 per share (the
closing sales price of the Company's  Common Stock  reported by the Nasdaq Small
Cap Market as of the close of business on March 31, 1999).

     On June 9, 1999, the Company granted  ten-year options to: (i) an executive
officer of the Company,  pursuant to the  Company's  1992 Stock Option Plan,  to
purchase up to 1,800 shares of the  Company's  Common  Stock;  (ii) an executive
officer of the Company,  pursuant to the  Company's  1998 Stock Option Plan,  to
purchase  up to 1,800  shares  of the  Company's  Common  Stock  and (iii) a key
employee of the Company,  pursuant to the  Company's  1998 Stock Option Plan, to
purchase up to 3,000 shares of the Company's  Common Stock.  All of such options
are exercisable at an exercise price of $2.25 per share (the closing sales price
for the Common Stock on June 30, 1999) and vest immediately.

     On June 9, 1999, the Company  granted to two of its directors  2,777 shares
of Common Stock each in lieu of owed and unpaid director's fees in the amount of
$6,250 each, based on a conversion price (the closing sales price for the Common
Stock on June 30, 1999) of $2.25 per share.

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     The  Private  Securities  Litigation  Reform  Act of 1995  provides a "safe
harbor" for forward-looking  statements.  Certain  information  included in this
Report contains statements that are forward-looking, such as statements relating
to plans for future activities.  Such  forward-looking  statements involve known
and unknown  risks,  uncertainties  and other factors which may cause the actual
results,  performance or achievements of the Company to be materially  different
from any future  results,  performance or  achievements  expressed or implied by
such  forward-looking  statements.  Such  factors  include,  among  others,  the
following: the Company's recent losses; the Company's outstanding  indebtedness;
the  ability  to hire  and  retain  key  personnel;  successful  completion  and
integration  of  prior  and any  future  acquisitions;  relationships  with  and
dependence on third-party equipment  manufacturers and suppliers;  uncertainties
relating to business  and  economic  conditions  in markets in which the Company
operates; uncertainties relating to government and regulatory policies and other
political risks;  uncertainties relating to customer plans and commitments,  the
ability  of  critical  third  parties  to be Year  2000  compliant;  cost of and
availability  of component  materials and  inventories;  effect of  governmental
export and import  policies;  the highly  competitive  environment  in which the
Company operates;  potential entry of new, well-capitalized competitors into the
Company's  markets;  and  the  uncertainty  regarding  the  Company's  continued
ability,  through  sales growth,  to absorb the  increasing  costs  incurred and
expected to be incurred in connection  with its business  activities.  The words
"believe", "expect",  "anticipate",  "intend" and "plan" and similar expressions
identify  forward-looking  statements.  Readers are cautioned not to place undue
reliance on these  forward-looking  statements,  which speak only as of the date
the statement was made.


<PAGE>


     General

     During the three months ended  September 30, 1999,  the Company's  revenues
increased  by 1% (compared  to the quarter  ended  September  30,  1998),  while
decreasing over 29% from the prior quarter ended June 30, 1999 and over 22% from
the  Company's  first quarter ended March 31, 1999,  its  traditionally  weakest
quarter.  While  the  trend  toward  operating  improvements  continued  at  the
Company's  Florida facility,  the unexpected  reduction in quarterly volume left
the Company with excess manufacturing  capacity. For the past seven quarters the
Company has focused its  resources in adding to  production  capacity so that it
would be in a position to accept  materially  greater  volumes of business  each
quarter,  if such business  developed.  The Company positioned itself to produce
significantly  more product in its third  quarter  ended  September  30, 1999 in
anticipation of increased  sales but an  unanticipated  general  slowness in the
demand for after-market  brakes coupled with programs  instituted by our largest
customers  (to reduce  over-all  levels of inventory at their  warehouses),  has
resulted in a worse than anticipated third quarter performance.  The Company has
recently had its single largest customer reduce its projection for 1999 and year
2000  purchases  by  approximately  a third and the Company is in the process of
adjusting its staff and inventory levels to its reasonably anticipated business.
The Company now anticipates that it will generate sales for the full fiscal year
in the $26-$30 million range.  Although  management  cannot guarantee any future
performance,  it believes  that the Company will incur a loss for the year ended
December 31, 1999.  The Company's  ability to achieve  future  profitability  is
dependent upon many factors including,  but not limited to, the realization of a
certain  level of sales  sufficient to cover its costs of goods sold and provide
for the absorption of its overhead expenses.

     Results of Operations

     Comparison  of Three Months Ended  September 30, 1999 to Three Months Ended
September 30, 1998

     Net Sales.  Net sales for the three  months ended  September  30, 1999 were
$5,661,471  as compared to net sales of  $5,590,661  for the three  months ended
September  30, 1998.  The increase of $70,810 or 1% was marginal  annual growth
attributable to the Company's existing customers.

     Gross Profit.  For the three months ended  September 30, 1999,  the Company
had a gross profit of  $1,239,448  as compared to the gross profit of $1,558,784
for the three months  ended  September  30,  1998.  The decrease in gross profit
(20%) is the result of higher  overhead  expense  being  incurred in  production
arising from the Company's  preparation for a material increase in sales,  which
did not materialize.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administration  expenses  for the three  months  ended  September  30, 1999 were
$1,702,548  as compared to $1,849,580  for the three months ended  September 30,
1998,  representing  a  decrease  of 8%.  Selling,  general  and  administrative
expenses  were   essentially   flat  although  the  level  of  current  expenses
contemplated significantly greater sales than were actually realized

     Interest  Expense.  Interest expense  increased by $79,409 from $419,810 in
the third  quarter  of 1998 to  $499,219  in the  third  quarter  of 1999.  This
increase  was  attributable  to an increase in  borrowings  under the  Company's
credit  facilities  as a result of  increased  sales and to the  increase in the
borrowing rate under the Reg S Debentures.

     Net Income (Loss). The net loss in the third quarter of 1999 was ($962,319)
or ($0.86)  per share  based on  1,124,168  weighted  average  common and common
equivalent  shares  outstanding  compared to a net loss of ($710,606) or ($0.68)
per share in the third  quarter  of 1998  based on  1,048,326  common and common
equivalent  shares  outstanding.  The  increase  in net loss of  ($251,713)  was
attributable  to the lower  level of gross  profit and the  increase in interest
expense.


<PAGE>


     Comparison  of Nine Months  Ended  September  30, 1999 to Nine Months Ended
September 30, 1998

     Net Sales.  Net sales for the nine  months  ended  September  30, 1999 were
$21,025,787  as compared to net sales of  $14,947,830  for the nine months ended
September 30, 1998.  The increase of $6,077,957 or 41% was from the  recognition
of annualized sales to customers acquired during 1998.

     Gross Profit. For the nine months ended September 30, 1999, the Company had
a gross profit of $5,383,673 as compared to a gross profit of $3,734,081 for the
nine months  ended  September  30,  1998.  The  increase in gross  profit  (44%)
resulted from economies of scale realized as a result of increase in sales.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administration  expenses  for the nine  months  ended  September  30,  1999 were
$4,914,947  as compared to  $5,086,853  for the nine months ended  September 30,
1998,  representing  a decrease of $171,906  (3%). As a percentage of net sales,
selling,  general and  administrative  expenses  decreased  from 34% to 23% as a
result of economies of scale.

     Interest  Expense.  Interest expense increased by $542,307 from $970,913 in
the nine months ended  September 30, 1998 to $1,513,220 in the nine months ended
September 30, 1999. The increase is attributable to increased  borrowings  under
the Company's  credit  facilities  resulting  from the increase in sales and the
increase in borrowing rate of the Company's Reg S Debentures.

     Net Loss. The net loss in the first nine months of 1999 was ($1,044,494) or
($0.96)  per  share  based on  1,086,069  weighted  average  common  and  common
equivalent shares outstanding  compared to a net loss of ($2,323,685) or ($2.21)
per share in the nine months ended September 30, 1998 based on 1,048,326  common
and common equivalent shares outstanding. The decrease in net loss of $1,279,191
was  primarily  attributable  to the  increase  in  net  sales  combined  with a
reduction in total operating expenses due to certain economies of scale.

     Liquidity and Capital Resources

     During the nine months ended  September 30, 1999, the Company  financed its
operations  primarily  through  borrowings under its credit  facilities and cash
generated by operations.

     At September 30, 1999,  the Company had  consolidated  cash and  short-term
investments  totaling $244,714 and working capital of $10,050,997.  At September
30, 1998, the Company had consolidated cash and short-term  investments totaling
$743,076 and working capital of $3,549,849.  The increase in working capital was
due primarily to the  refinancing  of senior debt whereby the maturity  dates of
the facilities are greater than one year.

     Net  cash  provided  by  financing  activities  for the nine  months  ended
September 30, 1999 was $828,731 consisting  primarily of non-cash expenses under
the Company's affiliated credit and Reg "S" Debentures agreements.

     In  February  1999,  the  Company  paid in full the  outstanding  principal
balance on the  promissory  notes  previously  issued by the Company in February
1998.


<PAGE>


     The  principal  source of capital for the Company's  operations  during the
period  ended  August  9, 1999 was the line of credit  (the  "Credit  Facility")
between Quality Automotive  Company,  the Company's  subsidiary  ("Quality") and
LaSalle  Business  Credit,  Inc. On August 9, 1999 the Credit Facility was fully
retired with the proceeds of the  Company's  new  $15,000,000  Senior Credit and
Term Loan Agreement  ("Senior Credit  Agreement") with IBJ Whitehall,  as Agent.
The Senior Credit Agreement, at September 30, 1999 consisted of the following:

     (i)  a secured revolving credit facility of up to $12 million. Advances are
          made by formula on the Company's accounts receivable and inventory. At
          September 30, 1999,  the  revolving  credit had  approximately  $8.517
          million  of  a  possible  $8.617  million  outstanding.   Interest  is
          calculated at the prime rate plus 3/4% (9% at September 30, 1999)

     (ii) a secured  loan  covering  machinery,  equipment,  property  and plant
          having an original  loan  amount of  approximately  $2.108  million of
          which $2.079 million was  outstanding  at September 30, 1999.  Monthly
          installments  of  $29,294  are due until  maturity,  at which time any
          balance  outstanding is due.  Interest is calculated at the prime rate
          plus 1% (9.25% at September 30, 1999)

    (iii) a secured  loan  covering  machinery  and  equipment  put into service
          under a capital expenditure  facility of 1999. The facility allows for
          the financing of up to $1,000,000 of capital expenditures since May 1,
          1999 at an  advance  rate of 80% of the  cost  of the  equipment.  The
          original amount outstanding at closing was $238,990.  At September 30,
          1999, the balance  outstanding was  approximately  $236,000.  The loan
          calls for monthly  payments of 1/72 of each advance,  with any balance
          being due at the maturity  date.  Interest is  calculated at the prime
          rate plus 1% (9.25% at September 30, 1999).

     The Company's  obligation to pay the principal of, interest on, premium, if
any, and all other amounts payable on account of the Senior Credit  Agreement is
secured by substantially  all of the assets of the Company as well as the pledge
of all of the Company's ownership interest in Quality.  Pursuant to the terms of
the Senior Credit Agreement, under certain restrictive criteria, the Company may
choose to borrow  under a formula  equal to 300 basis  points  over  LIBOR.  The
Senior Credit Agreement contains provisions which restrict the Company's ability
to declare cash  dividends and covenants  include a fixed charge  coverage ratio
and a minimum  net worth  test.

     In addition to the Credit  Facility,  up to $2.0 million was made available
to the Company under a revolving  credit  agreement (the "USAM Revolving  Loan")
entered into on March  31,1998.  Advances  pursuant to the USAM  Revolving  Loan
carried  interest  at the rate of 11% per  annum.  The USAM  Revolving  Loan was
secured by a general security interest in the assets of the Company as well as a
first security  interest in and to the Company's  Florida  production  facility.
Under the terms of the USAM Revolving  Loan, the Company granted the lenders (i)
five year warrants to purchase up to 21,000 shares of the Company's Common Stock
at an  exercise  price of $1.43  per share for  17,500  shares  and $1.97 for an
additional  3,500 shares.  On August 9, 1999 the USAM  Revolving  Loan was fully
retired with proceeds made available from the Senior Credit Agreement.


<PAGE>


     Impact of the Year 2000

In  1997,  as  part  of a  general  improvement  to  Company  reporting,  a  new
manufacturing  and financial  software  package was purchased  from a recognized
leader in its field. As part of that general  upgrade,  the Company moved from a
IBM 36 advanced to an IBM AS400.  The new system,  which fully  contemplates the
computer  related  problems  with  the new  millennium,  is  operational  at the
Tappahannock,  Virginia facility.  The Company's new system  accommodates remote
locations  and the Sanford,  Florida  facility is expected to be placed  on-line
prior to year end.

The Company,  in assessing the readiness of third party suppliers and customers,
has concentrated on alternative  back-up procedures to minimize or eliminate any
adverse  effect on the  Company's  business in the event  customers or suppliers
systems have a Year 2000 problem. As at September 30, 1999, the Company believes
it has set sufficient  back-up  systems in place to insulate its business from a
Year 2000 problem.

Nevertheless,  although  the  Company  does  not  expect  significant  costs  or
disruptions  in  operations  from its  customers'  and  suppliers'  inability to
achieve Year 2000 compliance,  the Company can not guaranty customer or supplier
performance.  Accordingly,  it can not predict what effect  noncompliance  might
have.  While the Company has a  substantial  investment  in the new computer and
software,  such costs were incurred as part of a general  system upgrade and not
in response to a potential Year 2000 problem.  The Company  estimates that costs
incurred in  investigating  and  correcting any potential Year 2000 problem have
been and are expected to be immaterial.

PART II: OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

     On August 21,1998, an eight count complaint,  entitled Al Dulisse,  Bernard
Bard, Michael Scicchitano and Barry Schwartz vs. U.S. Automotive  Manufacturing,
Inc.,  f/k/a  R.T.   Industries,   Inc.,  a  Delaware   corporation   (Case  No.
98-007490AN),  was filed in the Circuit Court of the Fifteenth  Judicial Circuit
of  Florida,  in and for Palm Beach  County  (the  "Complaint").  The  Complaint
alleges that the Company failed to recognize stock options purportedly exercised
by each  plaintiff  under  alleged  stock option  agreements  with the Company's
predecessor,  R.T. Industries, Inc. The Complaint contained a breach of contract
claim  and  unpaid-wages  claim  for each of the  four  plaintiffs;  however  on
November 23, 1998, the Court entered an Order  dismissing  with prejudice all of
the  unpaid-wages  claim.  Accordingly,  the action is proceeding  solely on the
breach of contract claims.

     Various other legal proceedings and claims have been or may be from time to
time  asserted  against  the  Company in the  ordinary  course of its  business.
Management believes that it has meritorious  defenses and will vigorously defend
itself with respect to all existing  proceedings or claims. Any costs or damages
that management estimates may be paid as a result of these proceedings or claims
are accrued when the  liability,  if any, is considered  probable and the amount
can be reasonably  estimated.  Although the ultimate  disposition of proceedings
and claims currently pending is not presently determinable,  management believes
that,  after  consultation  with counsel,  the likelihood that material costs or
damages  will be incurred by the Company as a result of any pending  proceedings
is remote.


<PAGE>


ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

     (c)  An  aggregate  of  $180,000  principal  amount  of  the  Company's  8%
Redeemable  Convertible  Debentures and accrued  interest  thereon was converted
into a total  157,047  shares of the  Company's  common  stock  pursuant  to the
exemption provided by Section 3(a)(9) of the Securities Act of 1933.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On August  18,1999,  the Company held an Annual Meeting of  Stockholders at
which (a) the  election  of  directors  and (b) an  amendment  to the  Company's
Certificate  of  Incorporation  to decrease the  Company's  authorized  class of
common  stock  from  30,000,000  to  5,000,000  shares  were  voted on by common
stockholders of the Company . The results of the vote were as follows:

a.   Election of Directors

     John W. Kohut, Martin Chevalier, David Love and Mandel Sherman were elected
     to serve as members of the  Company's  Board of  Directors  for the ensuing
     year and until the election and qualification of their successors.

     The votes cast by  stockholders  with  respect to the election of Directors
were as follows:

                                                                  Number of
  Name of Nominees          Number of Votes     Votes  Against   Abstentions
  ----------------          ---------------     --------------   -----------
John W. Kohut                    825,381           3,480          46,660
Martin Chevalier                 826,529           2,332          46,660
David Love                       827,046           1,815          46,660
Mandel Sherman                   821,849           7,012          46,660

b.   Amendment to Certificate of Incorporation to Reduce Authorized Common Stock

     Number of             Number of
     Votes For             Votes Against             Abstentions
     ---------             -------------             -----------

      856,873                 14,888                    3,760

ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

     Exhibit 27 Financial Data Schedule

     (b) Form 8-K

     No Form 8-K's were filed during the quarter ended September 30, 1999.


<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:   November 22, 1999

                                     U.S. AUTOMOTIVE MANUFACTURING, INC.

                                     By:      /s/ JOHN W. KOHUT
                                              -------------------------------
                                              John W. Kohut,
                                              Chairman of the Board
                                              and Principal Financial Officer
                                              (duly authorized officer)