SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


(MARK ONE)

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

     For the quarterly period ended June 30, 2000

[ ]  TRANSITION REPORT PURSUANT TO 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 of other jurisdiction                (IRS Employer
of 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) 443-5356




--------------------------------------------------------------------------------
              (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  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 [ ]

As of August 15, 2000, the Registrant  had 1,329,492  shares  outstanding of its
common stock, $.001 par value.

Transitional Small Business Disclosure Format (check one):

                               Yes [ ]   No [X]

<PAGE>


                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                                      INDEX

                                                                            PAGE

PART I. FINANCIAL INFORMATION...............................................  3

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets at June 30, 2000
           (unaudited) and December 31, 1999................................  3

         Consolidated Statements of Operations (unaudited) for the
            three months ended June 30, 2000 and June 30, 1999.............   4

         Consolidated Statements of Operations (unaudited) for the
            six months ended June 30, 2000 and June 30, 1999................  5

         Consolidated Statements of Cash Flows (unaudited) for
            the six months ended June 30, 2000 and June 30, 1999............  6

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

Item 2.  Management's Discussion and Analysis or Plan
              of Operation.................................................. 11

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

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

Item 2.  Changes in Securities and Use of Proceeds.......................... 15

Item 5.  Other Information  ................................................ 15

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


SIGNATURES.................................................................. 17

                                       2
<PAGE>


                                     PART I
                              FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                           CONSOLIDATED BALANCE SHEETS
                                  JUNE 30, 2000

                                                       JUNE 30,     DECEMBER 31,
                                                         2000           1999
                                                      -----------   -----------
                                                      (UNAUDITED)
ASSETS
Current Assets:
         Cash ......................................  $    73,236   $   151,685
         Accounts receivable (net of
           allowance of  $144,418 and
          $73,000 respectively) ....................    3,932,375     3,531,487
         Inventories ...............................    8,522,607     8,745,814
         Prepaid expenses and other ................        9,864        27,978
                                                      -----------   -----------
                      Total Current Assets .........   12,538,082    12,456,964
Property, plant and equipment (net of accumulated
    depreciation of $3,310,969 and $2,708,450
    respectively) ..................................   10,593,672    10,965,687
Deferred financing costs ...........................      293,919       397,989
Goodwill, net ......................................    5,476,175     5,635,673
                                                      -----------   -----------
TOTAL ASSETS .......................................  $28,901,848   $29,456,313
                                                      ===========   ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
         Line of credit ............................    8,083,433     7,220,713
         Current portion of long-term debt .........    4,019,436     4,299,657
         Accounts payable ..........................    4,651,261     3,518,527
         Accrued liabilities .......................    1,833,513     1,549,969
         Bridge loans ..............................      500,000            --
                                                      -----------   -----------
                      Total Current Liabilities ....   19,087,643    16,588,866
Long-term debt, less current portion ...............      110,200       124,079
Notes payable to shareholders ......................    5,520,000     5,340,000
                                                      -----------   -----------
                      Total Liabilities ............   24,717,843    22,052,945
                                                      -----------   -----------
Stockholders' Equity:
Issued & outstanding capital stock $.001 par value .        1,329         1,268
Additional paid-in capital .........................   39,314,596    39,252,927
Accumulated deficit ................................  (35,131,920)  (31,850,827)
                                                      -----------   -----------
                      Total stockholders' equity ...    4,184,005     7,403,368
                                                      -----------   -----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY ...........  $28,901,848   $29,456,313
                                                      ===========   ===========

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

                                       3
<PAGE>


                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                     THREE MONTHS ENDED JUNE 30,
                                                     ---------------------------
                                                        2000           1999
                                                     -----------    -----------
Net sales ........................................   $ 4,479,191    $ 8,043,361
Cost of goods sold ...............................     4,297,078      5,914,957
                                                     -----------    -----------
Gross profit .....................................       182,113      2,128,404
                                                     -----------    -----------
Operating expenses:
        Selling and delivery .....................       750,668        751,844
        General and administrative ...............     1,040,502        708,389
                                                     -----------    -----------
        Total operating expenses .................     1,791,170      1,460,233
                                                     -----------    -----------
Operating (loss) income ..........................    (1,609,057)       668,171
Interest expense .................................      (566,719)      (515,880)
                                                     -----------    -----------
Net (loss) income ................................   $(2,175,776)   $   152,291
                                                     ===========    ===========
Net (loss) income per share, basic and diluted ...   $     (1.64)   $      0.14
                                                     ===========    ===========
Weighted average shares outstanding ..............     1,328,246      1,082,827
                                                     ===========    ===========

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

                                       4
<PAGE>


                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

                                                     SIX MONTHS ENDED JUNE 30,
                                                  -----------------------------
                                                      2000             1999
                                                  ------------     ------------
Net sales ....................................    $ 10,300,906     $ 15,364,316
Cost of goods sold ...........................       9,074,568       11,220,091
                                                  ------------     ------------
Gross profit .................................       1,226,338        4,144,225
                                                  ------------     ------------
Operating expenses:
        Selling and delivery .................       1,476,334        1,534,659
        General and administrative ...........       1,981,287        1,677,740
                                                  ------------     ------------
        Total operating expenses .............       3,457,621        3,212,399
                                                  ------------     ------------
Operating (loss) income ......................      (2,231,283)         931,826
Interest expense .............................      (1,049,812)      (1,014,001)
                                                  ------------     ------------
Net loss .....................................    $ (3,281,095)    $    (82,175)
                                                  ============     ============
Net loss per share, basic and diluted ........    $      (2.51)    $      (0.08)
                                                  ============     ============
Weighted average shares outstanding ..........       1,308,731        1,065,836
                                                  ============     ============

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

                                       5
<PAGE>


                       U.S. AUTOMOTIVE MANUFACTURING, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                       SIX MONTHS ENDED JUNE 30,
                                                       ------------------------
                                                           2000          1999
                                                       ------------   ---------
CASH FLOW FROM OPERATING ACTIVITIES
Net Loss .............................................  $(3,281,095)  $ (82,175)
Adjustments to reconcile net loss
  to net cash (used in) provided by
  operating activities:
    Depreciation and Amortization ....................      866,092     757,987
    Rollover of accrued interest into
    shareholder note .................................      180,000     180,000
    Issuance of common stock in satisfaction
    of related party payables ........................           --      49,166
    (Increase) decrease in:
       Accounts receivable ...........................     (400,888)   (810,580)
       Inventory .....................................      223,207    (803,146)
       Prepaid expenses and other ....................       18,114    (160,650)
    Increase in:
       Accounts payable and accrued liabilities ......    1,436,452     918,787
                                                        -----------   ---------
Total adjustments ....................................    2,322,977     131,564
                                                        -----------   ---------
Net cash (used in) provided by operating activities ..     (958,118)     49,389
CASH FLOWS FROM INVESTING ACTIVITIES
    Capital expenditures .............................     (230,506)   (550,250)
                                                        -----------   ---------
CASH FLOW FROM FINANCING ACTIVITIES
    Net borrowings on lines of credit,
      notes payable, and bridge loans ................    1,110,175     489,772
                                                        -----------   ---------
NET DECREASE IN CASH .................................      (78,449)    (11,089)
CASH-beginning of period .............................      151,685     338,641
                                                        -----------   ---------
CASH-end of period ...................................  $    73,236   $ 327,552
                                                        ===========   =========


    Supplemental Cash Flow Information:
        Non-cash financing and investing activities:
           Conversion of convertible debentures and
             accrued interest payable into common stock  $    49,230   $    ----
           Directors fees converted into common stock    $    12,500   $  36,666


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

                                       6
<PAGE>


                       U.S AUTOMOTIVE MANUFACTURING, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2000
                                   (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").

     The  Company  manufactures  a full line of  automotive  friction  products,
including   brake  lining,   integrally   molded  and  riveted  brake  pads  and
remanufactured brake shoes. The Company markets various grades of friction brake
lining,  using  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 1999,
the Company's  products were also sold under the  Roinco,(TM) and Max Life, (TM)
tradenames.

     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 that 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 six months ended June 30, 2000,  are not  necessarily  indicative of the
results to be expected for the year ending  December 31, 2000.  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, 1999.

     The  Company has  experienced  lower than  expected  sales  resulting  from
reduced customer orders and other industry wide factors. The lower than expected
sales are  anticipated  to continue  through the end of the year. In response to
the lower sales,  the Company has reduced  staff and cut back  operations in its
Florida facility.

     The Company is currently not generating sufficient revenues from operations
to fund its operating activities and is dependent upon additional financing from
external sources. The Company is currently seeking additional sources


                                       7
<PAGE>


of financing. There can be no assurance, however, that any additional sources of
financing  will  be  available  to the  Company  when  needed,  on  commercially
reasonable terms or at all.

     Previously the Company  reported that on May 9, 2000, it had entered into a
non-binding  letter of understanding with an investor with respect to a proposed
strategic  investment.  As of the most recent date,  the investor has provided a
bridge loan to the company in the aggregate  principal  amount of $750,000,  and
due  diligence  is in  progress.  There  can be no  assurance  that a  strategic
investment will be made. In the event the Company is unable to secure  financing
through a strategic  investment,  or  otherwise,  the Company may be  materially
adversely affected and may be required to further curtail operations.

     The  financial  statements  do not include any  adjustments  to reflect the
possible future effects on the  recoverability  of assets and  classification of
liabilities that would result from the inability of the Company to continue as a
going concern.

NOTE 3: INVENTORY

     Major inventory components were as follows:

                                         JUNE 30, 2000     DECEMBER 31, 1999
                                         -------------     -----------------
                                          (UNAUDITED)
Raw materials.........................    $3,883,590           $4,027,616
Work in Process.......................       228,596               80,904
Finished goods........................     4,410,421            4,637,294
                                          ----------           ----------
                                          $8,522,607           $8,745,814
                                          ==========           ==========
NOTE 4: DEBT

CREDIT AGREEMENT

     The Company entered into a $15,000,000  credit agreement with IBJ Whitehall
Business Credit Corporation (the "IBJ Credit Facility") as of July 30, 1999. The
IBJ Credit  Facility  consists of a revolving  loan, a term loan,  and a capital
expenditures  loan.  The agreement  terminates on July 30, 2002,  unless earlier
terminated, as provided for in the credit agreement.

     The  revolving  loan  (the  "IBJ  Revolving  Loan")  commitment  amount  is
$12,000,000, subject to certain limitations.  Advances are made by formula based
upon the Company's accounts  receivable and inventory  balances.  As of June 30,
2000,  a total  of  approximately  $8,083,433,  of a  possible  $8,838,095,  was
outstanding  under the IBJ Revolving  Loan and was included in line of credit in
the accompanying  balance sheets.  Interest is calculated at the prime rate plus
 .75% (10.25% at June 30, 2000). The IBJ Revolving Loan is  collateralized by the
accounts receivable and inventory of the Company.  Under the IBJ Revolving Loan,
the Company is required to maintain a lockbox.  Proceeds from the  collection of
accounts receivable are required to be remitted directly to this lockbox,  which
is controlled by IBJ Whitehall Business Credit Corporation. As such, the balance
of the IBJ  Revolving  Loan is  reflected  as a  short-term  liability  in these
financial  statements.   The  short-term  classification  does  not  effect  the
Company's ability to draw additional  advances under the agreement  according to
the established formula.

     The term  loan  (the  "IBJ  Term  Loan")  has an  original  loan  amount of
approximately  $2,108,000  and is secured by machinery  and  equipment.  Monthly
installments  of $36,459  are due until  maturity,  at which time the  remaining
outstanding  balance is due. As of June 30, 2000,  the balance  outstanding  was
approximately  $1,743,417.  Interest  is  calculated  at the prime  rate plus 1%
(10.5% at June 30, 2000).

     The capital expenditures loan (the "CapEx Loan") is a secured loan covering
machinery and equipment put into service under a capital expenditure facility of
1999. The CapEx Loan allows for the financing of up to $1,000,000 of

                                       8
<PAGE>


capital  expenditures  from May 1, 1999 at an advance rate of 80% of the cost of
the equipment.  As of June 30, 2000, the balance  outstanding was  approximately
$205,797. The CapEx Loan requires monthly payments of 1/72 of each advance, with
any remaining balance due at maturity.  Interest is calculated at the prime rate
plus 1% (10.5% at June 30, 2000).

     The IBJ Credit  Facility  contains  covenants  that  restrict the Company's
ability to declare cash  dividends  and require the Company to maintain  certain
financial  ratios such as fixed  charge  coverage  and a minimum net worth.  The
Company  was  and  continues  to be in  non-compliance  with  certain  financial
covenants  under the IBJ Credit  Facility.  Until such time as the Company is no
longer in  non-compliance  with the  financial  covenants  contained  in the IBJ
Credit  Facility or the IBJ Credit  Facility is amended in a manner to cure such
non-compliance,  IBJ  could  accelerate  the  maturity  date of the  IBJ  Credit
Facility.  Such  acceleration  of the maturity  date of the IBJ Credit  Facility
could have a material adverse effect on the Company.

CONVERTIBLE DEBENTURES

     The Company obtained additional financing through the sale of 8% Redeemable
Convertible  Debentures  (the "Reg S  Debentures"),  in the aggregate  principal
amount of $2,250,000.  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 maturity date  (December 31, 2000),  unless they have
been converted earlier at the option of the holder.  The conversion price of the
Reg S Debentures will be equal to 80 percent of the average closing bid price of
the shares of common stock as quoted on the Nasdaq  SmallCap Market for the five
trading days immediately  preceding the date of conversion.  Notwithstanding the
foregoing,  the Company is not  obligated to issue more than 209,660  Conversion
Shares (the "Maximum Conversion Share Allotment").

     The Reg S  Debentures  bear  interest at 8% per annum  (subject to increase
under certain circumstances), payable upon conversion or redemption of the Reg S
Debentures.  Commencing  January 1, 1999, the interest rate increased to 20% per
annum because the underlying  Conversion Shares were not registered with the SEC
before  January 1, 1999.  At such time as the  underlying  shares are  tradable,
without  regard to  registration,  the  interest  rate will revert to the 8% per
annum.  Further,  if upon  conversion of the Reg S Debentures  the Company would
otherwise  be required to issue  shares of common stock in excess of the Maximum
Conversion  Share  Allotment,  the interest  rate on the Reg S Debentures  will,
effective as of the issuance of the Maximum Conversion Share Allotment, increase
to 25% per annum with respect to the unconverted  Reg S Debentures.  The Company
has agreed that if it has not either retired the remaining Reg S Debentures with
accrued  but unpaid  interest  within ten days of the  issuance  of the  Maximum
Conversion  Share  Allotment or filed a proxy statement  soliciting  stockholder
authorization  to  issue   additional   shares  upon  notice  of  conversion  of
outstanding Reg S Debentures in excess of the Maximum Conversion Share Allotment
and/or in lieu of such cash  redemption of the  remaining Reg S Debentures,  the
Company  would pay a penalty equal to the  difference  between the interest rate
paid since inception and 25% on those Reg S Debentures which remain  outstanding
after the  issuance of the Maximum  Share  Allotment.  Such  penalty will not be
applicable if the Company files such proxy as contemplated.

     The Company may redeem the Reg S Debentures at any time, upon 30 days prior
written notice as to redemptions  made, or upon three days notice for redemption
pursuant to (ii) below (a "Redemption  Notice"),  at a redemption price equal to
(i) 125% of the  principal  amount  of,  plus  accrued  interest  on,  the Reg S
Debentures,  or (ii) 100% of the principal amount of , plus accrued interest on,
the Reg S Debentures in the event that the Company shall have issued the Maximum
Conversion  Share  Allotment.  In  addition,  if the  Company  redeems the Reg S
Debentures  any time after the Company has issued the Maximum  Conversion  Share
Allotment,  the  Company  has also  agreed to issue to the  holders of the Reg S
Debentures to be redeemed a number of warrants (the "Redemption Warrants") equal
to one-half of the principal  amount of the Reg S Debentures to be redeemed.  If
issued,  the Redemption  Warrants will be exercisable for a period of five years
from the date of issuance  at an exercise  price equal to either (i) the greater
of (A) $15.00 per share; (B) 115% of the average of the closing bid price of the
Common Stock for the five trading days immediately preceding the Redemption Date
or (ii)in the event that an exercise price under  alternative  (i) is determined
by Nasdaq to be an  issuance  below the then  current  market  price  within the
meaning of NASD Rule  4310(c)(25)(H) (or any successor rule), the exercise price
will be equal to the closing bid price of the Common  Stock on June 30, 1998 and
the number of Warrant Shares  issuable will be subject to adjustment as

                                       9
<PAGE>


provided in the Redemption  Warrant.  The Redemption  Warrants,  if any, will be
redeemable  by the Company  upon notice of not less than 30 days,  at a price of
$.05 per  Redemption  Warrant  but only to the extent  that the shares of Common
Stock underlying the Redemption  Warrants are transferable either pursuant to an
effective  registration  statement or pursuant to Rule 144 of the Securities Act
of 1933,  as amended  (the  "Securities  Act") and the  closing bid price of the
Common Stock on all 15 trading days ending on the day on which the Company gives
notice  has  been at  least  150% of the then  effective  exercise  price of the
Redemption  Warrants.  If issued,  the  Redemption  Warrants will be exercisable
either  on  a  cash  or  cashless  basis  and  the  holders  will  have  certain
registration  rights with  respect to the shares of Common Stock  issuable  upon
exercise of the Redemption Warrants.

     On May 3, 2000 the holders of Reg S Debentures  each delivered a conversion
notice to the Company requesting the conversion of an aggregate principal amount
of $90,000,  and accrued but unpaid interest thereon into approximately  192,948
shares of the Company's Common Stock at an average conversion price, pursuant to
the conversion  rate set forth in the Reg S Debentures,  of $.61 per share.  The
Company  issued an  aggregate  of 3,336  shares to the  converting  holders on a
pro-rata  basis of 1,112 to each such  holder.  Such  shares  in the  aggregate,
represented the remaining shares available for issuance by the Company under the
Maximum Conversion  Allotment.  The Company has likewise notified the holders of
the Reg S Debentures that the Company has contemporaneously with the issuance of
the 3,336 shares  reached the Maximum Share  Allotment.  In accordance  with the
terms of the Reg S Debentures,  the Company filed a preliminary  proxy statement
to solicit shareholder authorization for the issuance of shares in excess of the
Maximum  Conversion  Allotment  pursuant to further  conversion  requests by the
holders of the balance of the Reg S  Debentures.  The Company  intends to file a
definitive proxy statement upon execution of the strategic investor agreement.

     As of June 30,  2000 an  aggregate  of $230,760  principal  amount of Reg S
Debentures  plus  accrued  but  unpaid  interest  thereon  of  $41,514  had been
converted  into  209,660  shares of the  Company's  Common  Stock at an  average
conversion price of $1.255 per share.

BRIDGE LOAN

     On May 23 and June 6, 2000,  the Company  received an  aggregate  principal
amount  of  $500,000  pursuant  to a bridge  loan from a  prospective  strategic
investor. The loan accrues interest at the annual rate of 10%. Subsequently,  in
July 2000, the Company  received an additional  $250,000  principal amount under
such bridge loan from the prospective  strategic investor.  The proceeds of such
bridge loan have been applied towards the reduction of amounts outstanding under
the IBJ Credit Facility.

NOTE 5: STOCKHOLDERS' EQUITY

     In February  2000,  the Company  issued an  aggregate  of 49,277  shares of
common stock to certain of the holders of Reg S Debentures  in  connection  with
the  conversion by such holders of an aggregate of $40,000  principal  amount of
Reg S Debentures,  together with accrued and unpaid interest  thereon of $7,195,
at a conversion  rate of $.96 per share.  The issuance of shares of Common Stock
by the  Company  pursuant  to the  conversion  of Reg S  Debentures  was made in
reliance  upon an  exemption  from  registration  under  Section  3(a)(9) of the
Securities Act.

     On March 8, 2000,  the Company  authorized  the issuance of an aggregate of
8,332  shares  of  Common  Stock  to two of its  directors  in  lieu  of  unpaid
director's  fees of an  aggregate  of $12,500.  The  issuances of such shares is
based on a price per share of $1.50 (the  closing  sales price of the  Company's
Common  Stock on March 31,  2000) The  issuances of Common Stock will be made in
reliance upon Section 4(2) of the Securities Act.

     On May 5, 2000,  the Company  issued an aggregate of 3,336 shares of common
stock to certain  holders of Reg S Debentures in connection  with the conversion
by such holders of an aggregate of $1,556  principal amount of Reg S Debentures,
together with accrued and unpaid interest  thereon of $479, at a conversion rate
of $ 0.61 per share. The issuance of the common stock by the Company pursuant to
the  conversion of Reg S Debentures  was made in reliance upon an exemption from
registration under Section 3 (a) (9) of the Securities Act.

                                       10
<PAGE>


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 need to obtain additional
financing and the ability to obtain such  financing;  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;  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 ability
to continue as a going concern as well as it 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.

GENERAL

     In the quarter ended June 30, 1999 the Company achieved its first quarterly
profit in more than five years. Based on these and other factors,  at the end of
the June 30, 1999 quarter,  management anticipated continued revenue growth and,
consequently,  the  Company was hiring and  training  additional  employees  and
incurring  overtime  expenses  in order to keep  production  in line  with  such
anticipated growth.  However,  during the third and fourth quarters of 1999, the
Company experienced an unforeseen substantial decrease in orders from two of its
largest  customers.  Moreover,  business  from a potential new customer that was
expected to occur in the third quarter of 1999 never materialized.  As a result,
the  Company was  required  to reduce  overhead  expenses,  which was  partially
accomplished through reductions in personnel from 475 at June 30, 1999 to 269 at
December 31, 1999.

     The downturn of the third and fourth  quarters of last year reversed itself
in late December 1999 primarily as a result of accelerated  orders from existing
customers. The Company ended the year with a substantial backlog of orders. This
trend  continued  during the first quarter of year 2000 primarily as a result of
the  Company's  two largest  customers  more than  doubling the normal amount of
orders they typically  place during this period.  Since the Company was not able
to prepare for its season by  "pre-producing"  its best selling  products during
the  fourth  quarter,  the  Company  was  forced to once  again  concentrate  on
production at the expense of the bottom line.  Based on established  criteria of
"timeliness  of delivery"  and a required  high  percentage  of order fill,  the
Company was forced to hire and train a substantial  amount of new employees.  At
March 31, 2000, the Company employed 324 full-time employees.  The costs of such
inefficiencies  have had a material  adverse  effect on the Company's  operating
results.  Moreover, in the last half of April 2000, the Company was advised that
both of its  largest  customers  had an  oversupply  of  inventory  and would be
cutting back orders.  In response to the slow down in sales, the Company reduced
its full-time employees to 233 as of June 30, 2000.

     Previously the Company  reported that on May 9, 2000, it had entered into a
non-binding  letter of understanding with a strategic  investor.  As of the most
recent  date,  the  investor  has  provided a bridge  loan to the company in the
aggregate principal amount of $750,000, and due diligence is in progress.  There
can be no assurance that a strategic  investment  will be made. In the event the
Company  is unable to  secure  financing  through  a  strategic  investment,  or
otherwise, the Company may be materially adversely affected.

RESULTS OF OPERATIONS

COMPARISON  OF THREE  MONTHS  ENDED JUNE 30, 2000 TO THREE MONTHS ENDED JUNE 30,
1999

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<PAGE>


     NET  SALES.  Net  sales  for the  three  months  ended  June 30,  2000 were
$4,479,191  as compared to net sales of  $8,043,361  for the three  months ended
June 30, 1999. The decrease of $3,564,170 or 44.3% was primarily attributable to
a reduction of orders from customers.

     GROSS PROFIT.  For the three months ended June 30, 2000,  the Company had a
gross profit of $182,113  compared to a gross profit of $2,128,404 for the three
months  ended  June 30,  1999.  The  decrease  in  gross  profit  was  primarily
attributable to a 44.3% decrease in sales. Cost of goods sold as a percentage of
net sales for the three  months  ended June 30,  2000 was 95.9% as  compared  to
73.5% for the three months ended June 30, 1999.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative expenses for the three months ended June 30, 2000 were $1,791,170
as compared to $1,460,233 for the three months ended June 30, 1999, representing
an increase of 22.7%.  The  increase  was  primarily  attributable  to increased
consulting and professional fees.

     INTEREST  EXPENSE.  Interest  expense  increased  by  $50,839  or 9.9% from
$515,880  for the three  months  ended June 30, 1999 to  $566,719  for the three
months ended June 30, 2000. The increase in interest expense reflected  increase
in borrowing.

     NET INCOME (LOSS).  Net loss in the second quarter of 2000 was ($2,175,776)
or  ($1.64)  per  share  based  on  1,328,246  weighted  average  common  shares
outstanding compared to a net income of $152,291 or $.14 per share in the second
quarter of 1999 based on 1,082,827 weighted average common and common equivalent
shares  outstanding.  The increase in net loss of  $2,328,067  was primarily the
result of reduced  sales  coupled  with  increased  general  and  administrative
expenses.

COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 TO SIX MONTHS ENDED JUNE 30, 1999

     NET  SALES.  Net  sales  for  the six  months  ended  June  30,  2000  were
$10,300,906  as compared to net sales of  $15,364,316  for the six months  ended
June 30, 1999. The decrease of $5,063,410 or 33.0% was primarily attributable to
a reduction of orders from customers.

     GROSS  PROFIT.  For the six months ended June 30,  2000,  the Company had a
gross profit of $1,226,338  compared to a gross profit of $4,144,225 for the six
months  ended  June 30,  1999.  The  decrease  in  gross  profit  was  primarily
attributable to a 33.0% decrease in sales. Cost of goods sold as a percentage of
net sales for the six months  ended June 30, 2000 was 88.1% as compared to 73.0%
for the six months ended June 30, 1999.

     SELLING,  GENERAL  AND  ADMINISTRATIVE   EXPENSES.   Selling,  general  and
administrative  expenses for the six months ended June 30, 2000 were  $3,457,621
as compared to $3,212,399  for the six months ended June 30, 1999,  representing
an increase of 7.6%.  The  increase  was  primarily  attributable  to  increased
consulting and professional fees.

     INTEREST  EXPENSE.  Interest  expense  increased  by  $35,811  or 3.5% from
$1,014,001  for the six months  ended June 30,  1999 to  $1,049,812  for the six
months  ended June 30,  2000.  The increase in interest  expense  reflected  the
increase in borrowing.

     NET  LOSS.  Net loss in the first six  months of 2000 was  ($3,281,095)  or
($2.51) per share based on 1,308,731  weighted average common shares outstanding
compared to a net loss of  ($82,175) or ($.08) per share in the first six months
of 1999 based on 1,065,836  weighted average common and common equivalent shares
outstanding.  The increase in net loss of $3,198,920 was primarily the result of
reduced sales coupled with increased general and administrative expenses.

LIQUIDITY AND CAPITAL RESOURCES

                                       12
<PAGE>


     During the six  months  ended  June 30,  2000,  the  Company  financed  its
operations  primarily through  borrowings under its lending  facilities and cash
generated by  operations.  In addition,  during the second quarter of 2000,  the
Company  obtained  $500,000  under a  bridge  loan  from a  potential  strategic
investor.

     At June 30, 2000, the Company had consolidated  cash totaling $73,236 and a
working  capital  deficit of  $6,549,561.  At December 31, 1999, the Company had
consolidated cash totaling $151,685 and a working capital deficit of $4,131,902.
The increase in working  capital  deficit was due  primarily to the reduction in
cash to fund the Company's  net losses and the increase in accounts  payable and
accrued liabilities.

     The principal source of capital for the Company's operations is the line of
credit facility between the Company and IBJ Whitehall, as Agent (the "IBJ Credit
Facility"), which consists of the following:

     (i) the IBJ Revolving Loan facility of up to $12 million. Advances are made
         by formula based on the  Company's  accounts  receivable  and inventory
         balances.   At  June  30,  2000,  the  revolving  credit  facility  had
         approximately  $8.083 million of a possible $8.838 million outstanding.
         Interest is  calculated at the prime rate plus .75% (10.25% at June 30,
         2000)

    (ii) the IBJ Term Loan, secured by machinery  equipment,  having an original
         loan  amount of  approximately  $2.108  million of which  approximately
         $1.743 million was outstanding at June 30, 2000.  Monthly  installments
         of $36,459 are due until  maturity,  at which time any balance owing is
         due.  Interest is  calculated  at the prime rate plus 1% (10.5% at June
         30, 2000)

   (iii) the  CapEx Loan,  secured  by machinery  and equipment put into service
         under a capital expenditure facility of 1999. The CapEx Loan allows for
         the financing of up to $1,000,000 of capital  expenditures  from May 1,
         1999 at an  advance  rate  of 80% of the  cost  of the  equipment.  The
         original  amount  outstanding at the closing was $238,990.  At June 30,
         2000, the balance  outstanding  was  approximately  $205,797.  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% (10.5% at June 30, 2000).

     The Company's  obligation to pay the principal of, interest on, premium, if
any,  and all other  amounts  payable on account of the IBJ Credit  Facility  is
secured by the inventory,  accounts  receivables  and machinery and equipment of
the Company, as well as the pledge of all of the Company's ownership interest in
it's principal subsidiary,  Quality Automotive Company. Pursuant to the terms of
the IBJ Credit Facility,  under certain  restrictive  criteria,  the Company may
choose to borrow under a formula  equal to 300 basis points over LIBOR.  The IBJ
Credit  Facility  contains  covenants,  which restrict the Company's  ability to
declare cash  dividends  and require the Company to maintain  certain  financial
ratios such as fixed charge  coverage  and a minimum net worth.  The Company was
and continues to be in noncompliance with certain financial  covenants under the
IBJ  Credit  Facility.   Until  such  time  as  the  Company  is  no  longer  in
non-compliance with the financial covenants contained in the IBJ Credit Facility
or the IBJ Credit  Facility is amended in a manner to cure such  non-compliance,
IBJ  could  accelerate  the  maturity  date of the  IBJ  Credit  Facility.  Such
acceleration  of the  maturity  date of the IBJ  Credit  Facility  could  have a
material adverse effect on the Company.

     In addition to the IBJ Credit  Facility,  the Company  obtained  additional
financing  through  the  sale on June  30,  1998,  of Reg S  Debentures,  in the
aggregate  principal  amount  of  $2,250,000.  The  Reg S  Debentures  represent
unsecured  obligations of the Company and  outstanding  Reg S Debentures must be
converted into shares (the "Conversion Shares") of the Company's Common Stock at
maturity date  (December 31, 2000) unless they have been converted  earlier,  at
the option of the holder.  The conversion  price of the Reg S 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 issue  more than  209,660  Conversion  Shares  (the  "Maximum
Conversion Share Allotment") without obtaining approval of its stockholders.

     The Reg S  Debentures  provided  for  interest at 8% per annum  (subject to
increase under certain circumstances),

                                       13
<PAGE>


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,  since the underlying
Conversion  Shares are not covered by a  registration  statement  filed with the
SEC.  At such time as the  underlying  shares are  tradable,  without  regard to
registration,  the interest  rate will revert to the 8% per annum.  Further,  if
upon conversion of the Reg S Debentures the Company would otherwise issue shares
of  Common  Stock in excess  of the  Maximum  Conversion  Share  Allotment,  the
interest rate on the Reg S Debentures will,  effective as of the issuance of the
Maximum  Conversion Share  Allotment,  increase to 25% per annum with respect to
the  unconverted  Reg S  Debentures.  The  Company has agreed that if it has not
either retired the remaining Reg S 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  Reg S
Debentures,  the Company would pay a penalty equal to the difference between the
interest  rate paid  since  inception  and 25% on those Reg S  Debentures  which
remain  outstanding  after the  issuance of the Maximum  Share  Allotment.  Such
penalty  will not be  applicable  if the  Company  issues  the  proxy  statement
referred to above.

     On May 23 and June 6, 2000,  the Company  received an  aggregate  principal
amount  of  $500,000  pursuant  to a bridge  loan from a  prospective  strategic
investor. The loan accrues interest at the annual rate of 10%. Subsequently,  in
July 2000, the Company  received an additional  $250,000  principal amount under
such bridge loan from the prospective  strategic investor.  The proceeds of such
bridge loan have been applied towards the reduction of amounts outstanding under
the IBJ Credit Facility.

                                       14
<PAGE>


                                     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. 98-007490
AN),  was  filed in the  Circuit  Court of the  Fifteenth  Judicial  Circuit  of
Florida,  in and for Palm  Beach  County  (the  "Complaint")  alleging  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  claims.  A jury trial on the breach of contract claims was held in
January 2000 and a verdict was rendered in favor of the Company. The plaintiffs'
motions for partial  judgement  notwithstanding  the verdict and for a new trial
were denied at a subsequent  hearing.  The Company filed motions with respect to
collecting certain costs and fees associated with the proceeding.  The foregoing
matter was dismissed  with  prejudice by an order of the court on July 14, 2000,
in accordance  with a settlement by the parties  withdrawing  all further rights
and 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.

ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS

     On May 5, 2000,  the Company  issued an aggregate of 3,336 shares of common
stock to certain  holders of Reg S Debentures in connection  with the conversion
by such holders of an aggregate of $1,556  principal amount of Reg S Debentures,
together with accrued and unpaid interest  thereon of $479, at a conversion rate
of $ 0.61 per share. The issuance of the common stock by the Company pursuant to
the  conversion of Reg S Debentures  was made in reliance upon an exemption from
registration under Section 3 (a) (9) of the Securities Act.

ITEM 5: OTHER INFORMATION

     In May 2000,  Nasdaq informed the Company that, among other things,  it was
not in  compliance  with the new net  tangible  asset/market  capitalization/net
income  requirements for continued  listing on the Nasdaq SmallCap  Market.  The
Company  responded  to the notice and was given until  September  11,  2000,  to
comply.  If the  Company is not able to comply by such date,  Nasdaq has advised
the Company  that it will delist the  Company's  common  stock from the SmallCap
market  effective  September 13, 2000. The Company  intends to request a hearing
prior  to  September  11,  2000,  subject  to  the  progress  of  the  strategic
investment,  to appeal the  determination to delist.  Such hearing will stay the
delisting  process  pending  a final  decision  by the  panel  assigned  to such
hearing.  If the Company is delisted,  the  Company's  common stock may commence
trading on the OTC Bulletin  Board.  In such event, it may become more difficult
to buy or sell  the  Company's  Common  Stock  or  obtain  timely  and  accurate
quotations to buy or sell. In addition,  the delisting could result in a decline
in the trading market for the Company's  common stock,  which could  potentially
further depress the Company's stock price.

                                       15
<PAGE>


ITEM 6:   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

          27   Financial Data Schedule

     (b)  Form 8-K

          None.




                                       16
<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: August 18, 2000

                               U.S. AUTOMOTIVE MANUFACTURING, INC.
                           By: /s/ JERRY W. PERRY
                               --------------------------------------
                                   Jerry W. Perry,
                                   Executive Vice President and Chief Operating
                                   Officer (principal financial officer)

                                       17