<PAGE>   1
                                   FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D. C. 20549


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


For the quarter ended:              September 30, 1996

Commission file number:             33-20323

                           Mighty Power U.S.A., Inc.
             ------------------------------------------------------
             (exact name of registrant as specified in its charter)

       Delaware                                               75-2224643
------------------------                                  -----------------
(State of Incorporation)                                     (IRS ID No.)


          9202 W. Royal Lane, Irving, Texas                    75063
       -----------------------------------------           -------------
        (Address of principal executive offices)            (Zip code)

Registrant's telephone number, including area code:   972-929-2900
                                                    ---------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Act of 1934
during the past 12 months and (2) has been subject to such filing requirements
for the past 90 days.


                          X   YES           NO
                       -------        ------

Shares of common stock outstanding at September 30, 1996:

                                   25,000,000
<PAGE>   2
                               TABLE OF CONTENTS



<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                         Page Number
<S>                                                                      <C>
         Item  1. Financial Statements                                   1 - 8

         Item  2. Managements's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations                                             9 - 10


PART II - OTHER INFORMATION                                                11
</TABLE>
<PAGE>   3

                           MIGHTY POWER U.S.A., INC.

                                 BALANCE SHEET
                    September 30, 1996 and December 31, 1995

                                     ASSETS

<TABLE>
<CAPTION>
                                                        Sept 30        Dec 31
                                                         1996           1995
                                                       ---------      ---------
<S>                                                    <C>            <C>      
Current assets:
  Cash                                                 $     -0-      $   1,667
  Accounts receivable                                      5,552          8,764
  Subscription receivable - related party                    -0-          1,500
  Inventory                                               86,107         35,203
                                                       ---------      ---------
  Total current assets                                    91,659         47,134

Property & equipment:
  Furniture and equipment                                 16,505          8,640
  Accumulated depreciation                                (2,362)          (337)
                                                       ---------      ---------
  Total property & equipment                              14,143          8,303

Other assets:
  Distributor base                                        47,265         47,265
  Accumulated amortization                                (8,665)        (1,575)
                                                       ---------      ---------
  Total other assets                                      45,241         45,690
                                                       ---------      ---------

TOTAL ASSETS                                           $ 151,043      $ 101,127
                                                       =========      =========

                     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable                                       $  31,085      $  29,656
Other payables                                            75,548         19,102
Accrued interest and other                                11,207          1,392
                                                       ---------      ---------
Total current liabilities                                117,840         50,150

Non-current liabilities:
Note payable                                              92,023         92,023

TOTAL LIABILITIES                                      $ 209,863        142,173

STOCKHOLDERS' EQUITY
  Common stock $0.001 Par Value;
  50,000,000 shares authorized;
  25,000,000 shares issued and outstanding                25,000         25,000

  Additional paid in capital                             (20,000)       (20,000)
  Retained deficit                                       (63,820)       (46,046)
                                                       ---------      ---------

TOTAL STOCKHOLDERS' EQUITY                             $ (58,820)     $ (41,046)
                                                       ---------      ---------

TOTAL LIABILITIES
AND STOCKHOLDERS' EQUITY                               $ 151,043      $ 101,127
                                                       =========      =========
</TABLE>



                                      1
<PAGE>   4
                          MIGHTY POWER U.S.A., INC.
                                      
                      STATEMENT OF REVENUES AND EXPENSES
       Nine Months and Three Months Ended September 30, 1996, and 1995



<TABLE>
<CAPTION>
                               Nine            Nine          Three           Three
                              Months          Months        Months          Months
                             Sept 30         Sept 30        Sept 30         Sept 30
                               1996            1995          1996            1995
                           ------------    -----------   ------------    -----------
<S>                        <C>             <C>           <C>             <C>      
REVENUE:
Revenue                    $  1,567,809    $       -0-   $    496,264    $       -0-
                           ------------    -----------   ------------    -----------
Total Revenue                 1,567,809            -0-        496,264            -0-

COST OF GOODS SOLD:
Purchases                       274,135            -0-        110,371            -0-
                           ------------    -----------   ------------    -----------

GROSS MARGIN                  1,293,674            -0-        385,893            -0-

SELLING EXPENSES:
Commissions                     867,283            -0-        263,756            -0-
Other selling expenses          161,223            -0-         17,908            -0-
                           ------------    -----------   ------------    -----------
Total selling expenses        1,028,506            -0-        281,664            -0-

OPERATING EXPENSE:
Amortization                      7,090            -0-          2,363            -0-
Depreciation                      2,025            -0-            675            -0-
Interest expense                  7,882            -0-          2,761            -0-
Legal & accounting               17,318            -0-          4,082            -0-
General & administrative        248,627            -0-        114,239            -0-
                           ------------    -----------   ------------    -----------
Total operating expense         282,942            -0-        124,120            -0-
                           ------------    -----------   ------------    -----------

NET INCOME                 $    (17,774)   $       -0-   $    (19,892)   $       -0-
                           ============    ===========   ============    ===========

Average weighted
shares outstanding           25,000,000     10,000,000     25,000,000     10,000,000

Income (loss) per share    $       0.00    $      0.00   $       0.00    $      0.00
                           ============    ===========   ============    ===========
</TABLE>






                                       2

<PAGE>   5
                           MIGHTY POWER U.S.A., INC.

                            STATEMENT OF CASH FLOWS
                 Nine Months Ended September 30, 1996 and 1995


<TABLE>
<CAPTION>
                                                       Nine        Nine
                                                      Months      Months
                                                     Sept 30      Sept 30
                                                       1996        1995
                                                     --------    --------
<S>                                                  <C>         <C>
Cash flows from operating activities:
         Net income                                  $(17,774)   $    -0-
     Adjustment non-cash items:
           Amortization                                 7,090         -0-
           Depreciation                                 2,025         -0-
           Decrease in receivables                      4,712         -0-
           Increase in inventory                      (50,904)        -0-
           Increase in deposits                        (6,641)        -0-
           Decrease in payables & accrued expenses     67,690         -0-
                                                     --------    --------

Total cash provided by operating activities             6,198         -0-


Total cash used for financing activities:
  Purchase of equipment                                (7,865)        -0-


Total cash provided
by investing activities:                                  -0-         -0-

Net increase in cash                                   (1,667)        -0-


Cash, beginning of period                               1,667         -0-

Cash, end of period                                  $    -0-    $    -0-
                                                     ========    ========
</TABLE>





                                       3

<PAGE>   6
                           MIGHTY POWER U.S.A., INC.

                       STATEMENT OF STOCKHOLDER'S EQUITY
                      Nine months ended September 30, 1996




<TABLE>
<CAPTION>
                                                                       Additional
                                            Common Stock                Paid In                  Accumulated
                                      Shares            Amount           Capital                   Deficit
                                    ----------         -------         ---------                 --------- 
<S>                                 <C>                <C>             <C>                       <C>       
         Balance,
         December 31, 1995          25,000,000         $25,000         $ (20,000)                $ (46,046)

         Income, three months
         ended March 31, 1996                                                                       10,044

         Income, three months
         ended June 30, 1996                                                                        (7,926)

         Income, three months
         ended September 30, 1996                                                                  (17,774)


                                    ----------         -------         ---------                 --------- 
         Balance,
         September 30, 1996         25,000,000         $25,000         $ (20,000)                $ (58,820)
                                    ==========         =======         =========                 =========
</TABLE>






                                       4

<PAGE>   7

                             MIGHTY POWER USA, INC.


                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996


NOTE A - NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

History:

The Company was organized February 12, 1988, as a Delaware corporation under
the name Jason Ray Corporation. The Company was organized for the purpose of
combining with a privately held enterprise.

On July 1, 1988, the Company's name was changed to Seven Oaks Farms, Ltd.

The Company was dormant from 1991 through October 1995.

Effective November 1, 1995 the Company merged with Mighty Power USA, Inc.
(Mighty Power), an Oklahoma corporation in the development stage. Mighty Power
planned to provide health and food supplements through a multi-level marketing
network. In accordance with the merger, the Company effected a reverse split of
its common stock on the basis of one share for each two shares outstanding. The
Company then issued restricted common stock for all outstanding shares of
Mighty Power common stock. This business combination was accounted for by the
purchase method of accounting.

The Company amended its articles of incorporation to change its name to Mighty
Power USA Inc., authorize 50,000,000 shares of $0.001 par value common stock,
and authorize 20,000,000 shares of $0.10 par value preferred stock with voting
rights and convertible into common stock of the Company.

The Company recruits distributors and sells nutritional health products and
vehicle and home cleaning products through a network marketing sales plan.

Basis of Accounting:

It is the Company's policy to prepare its financial statements on the accrual
basis of accounting in accordance with generally accepted accounting
principles. Receipts are recorded as income in the period in which they are
earned and expenses are recognized in the period in which the related liability
is incurred.

Cash and Cash Equivalents:

For purposes of the statement of cash flows, the Company considers all highly
liquid debt instruments with a maturity of three months or less to be cash
equivalents.




                                       5

<PAGE>   8

                             MIGHTY POWER USA, INC.


                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996




Loss per Share:

Net loss applicable to common stock is based on the weighted average number of
shares of common stock and common stock equivalents outstanding during the
year.

Inventory:

The Company values its inventory using the first in first out method of
accounting.

Furniture and Equipment:

Furniture and Equipment is stated at cost and is depreciated over the estimated
useful lives of the assets using the straight -line method. Upon retirement or
disposal, the asset cost and related accumulated depreciation are removed from
the accounts and any resulting gain or loss is included in the determination of
net income.

Expenditures for maintenance, repairs and renewals are charged to expense when
incurred. Expenditures which significantly increase value or extend useful
asset lives are capitalized.

Distributor Base:

The distributor base is carried at cost and consists of approximately 3,000
individuals or other entities holding a renewable license to market health and
food supplements and certain automotive products. The cost of the Distributor
Base is amortized over sixty months using the straight-line method.

Long-Lived Assets

The preparation of financial statements in conformity with generally accepted
accounting principals requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenues and expenses.
Actual results could differ from these estimates.

Generally accepted accounting principals require recognition of impairment of
long-lived assets in the event of net book value of such assets exceed the
future undiscounted cash flows attributable to such assets. Consequently, the
Company assesses its assets annually for impairment and writes down any amounts
necessary as a result of the assessment.

Revenue Recognition:

Revenues are recognized when distributors pay for a renewable annual license
and when product is shipped from inventory to distributors. The license held by
each distributor provides for the right to sell the Company's products and
receive a commission for each sale. Generally products are shipped immediately
after payment is received.




                                       6

<PAGE>   9
                             MIGHTY POWER USA, INC.


                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996




Income Tax:

The Company is subject to the greater of federal income taxes computed under
the regular system or the alternative minimum tax system.

The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes." The Statement requires the use of an asset and
liability approach for the accounting and financial reporting of income tax. No
deferred tax asset has been recognized for the operating loss carryforward as
it is more likely than not that all or a portion of the net operating loss will
not be realized and any valuation allowance would reduce the benefit to zero.


NOTE B - LONG TERM DEBT:

The note in the original amount of $112,006 bears interest at 12% per annum.
Interest is payable quarterly. The note was originally due in one payment on
October 31, 1997, but was extended on March 31, 1996 for two more years. The
note is secured by the inventory, furniture and equipment, and distributor base
of the Company.

Minimum note payment schedule is as follows:

<TABLE>
<CAPTION>
                                         Principal        Interest           Total
                                         ---------        --------           -----
<S>                                           <C>          <C>               <C>   
             December 31, 1996               -0-           11,073            11,073
             December 31, 1997               -0-           11,043            11,043
             December 31, 1998               -0-           11,043            11,043
             October 31, 1999             92,023            9,203           101,226
</TABLE>

NOTE C - STOCKHOLDERS' DEFICIT:

The Company is authorized to issue 20,000,000 shares of preferred stock with a
par value of $0.10. There are no preferred shares issued and outstanding.

The Company is authorized to issue 50,000,000 shares of common stock with a par
value of $.001 per share. There are 25,000,000 common shares issued and
outstanding as of March 31, 1996.






                                       7

<PAGE>   10

                             MIGHTY POWER USA, INC.


                         NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1996





NOTE D - WARRANTIES AND GUARANTEES:

The Company's distributors offer an unconditional 30 day replacement guarantee
on all of its products. The Company offers a full replacement warranty to its
distributors. No provision or accrual has been made since there is no history
of significant replacements and historical returns have been insignificant.


NOTE E - INCOME TAX:

The Company has losses to carry forward of approximately $46,000 which are
available to offset its future income tax liability.

No deferred tax asset has been recognized for the operating loss carryforward
as it is more likely than not that all or a portion of the net operating loss
will not be realized and any valuation allowance would reduce the benefit to
zero.




                                       8

<PAGE>   11



Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.


Results of Operations

Operating results for the quarter ended September 30, 1997 compare favourably
with the prior year since there was no activity the prior year. Sales for this
quarter of $496,264 compare to $555,403 and $516,233 in the first and second
quarters respectively. There was also a net loss of $17,774 for the quarter
most of which can be attributed to one time charges as the Registrant changed
facilities to a larger space to accommodate the growth in volume. Sales have
continued and the Registrant is continuing to pursue its business of recruiting
sales associates to sell and distribute its nutritional and other products.

Upon the merger on November 1, 1995, the Registrant received a distributor base
of approximately 'active', sales associates, that is, those ordering products
on a regular basis. As of September 30 that number had increased to
approximately 3,700 active associates.

There have been no economic events or changes that have affected the sales or
income/loss from operations of the Registrant and there are no economic trends
or uncertainties that the Registrant expects will have a material impact on net
sales, revenue, or income from operations. The Registrant believes it has
purchased its products at the best price and any increase in price paid for
these will be small. Any price increases would be passed on to the consumers.
In addition, the Registrant at this time does not believe that inflation will
have a material impact one way or another on the results of operations.


LIQUIDITY AND CAPITAL RESOURCES:

Liquidity

The Registrant continues to experience the cash needs of a business where
inventory is required to be on hand for shipments but cannot be stockpiled for
long periods of time because of the limited shelf life. The necessity for
having an inventory on hand also causes the Registrant to tie up large amounts
of its liquid resources in inventory. This is not an uncommon situation and is
aggravated by growth in number of associates as greater amounts of inventory
need to be on hand. This will continue until sales level off or until the
inventory on hand is sufficient to cover sales during the lead time on
replacing the inventory.

The Registrant has no material expenses outside of normal operating expenses
and cost of goods which will affect the liquidity in the short term (one year).
There are no material commitments outside of inventory. The ability of the
Registrant to continue its growth directly affects the continuing sales and the
certainty of the resulting cash flow. There are no factors that indicate that
the growth the Registrant is experiencing will not continue.

There was a net loss from operations for the quarter of $17,774 and an decrease
in cash of $1,667




                                       9

<PAGE>   12

for the nine months ended September 30, 1997.

Operating activities: the Registrant had $3,038 in non-cash expense
(depreciation and amortization) for the quarter. The operations generated no
change in accounts receivable; an decrease in inventory of $9,360; an increase
in current/other liabilities of $18,745; and no change in deposits. These
changes again were mostly mostly affected by the Registrant's change in
business facilities which caused a small disruption to their operations.

Capital Resources

The Registrant's only capital resources are those generated from sales of its
products.

There were no stock offerings during the quarter and none are currently
planned. The Registrant believes that it can continue to grow internally
through cash flow from operations.

There were no plans or requirements for purchase of capital items during the
quarter. The Registrant does not foresee any material capital purchase in the
coming twelve months.

In the Registrant's business most sales are paid for at the time of, or before,
delivery. Therefore there are minimal bad debts (which arise from NSF checks)
and the cash flow of the Registrant is not based upon waiting thirty days or
more for payment, and so the cash flow follows sales more closely. The
Registrant has a thirty day guarantee for product replacement; the amount of
returns was negligible for the two months ended December 31, 1995 and the first
quarter (less than one half of one percent) and historically for these types of
products the return rate is very low.

There are no known favorable or unfavorable trends in the Registrant's capital
resources, that might affect its capital resources. Although the Registrant
believes it can fund operations internally, a significant cash infusion would
speed the process of sales growth. At present, there are no plans for an
offering and no offers of capital infusion.




                                       10

<PAGE>   13



PART II.     OTHER INFORMATION


Item  1.     Legal Proceedings.

             The Registrant continues to try to bring to court the outstanding 
legal claim in which the Registrant is a defendant. The Registrant and its
legal counsel believe that the suit is without merit and the likelihood of 
any loss to the Company is remote.

Item  2.     Changes in Securities.

             Registrant has made no changes in its securities.

Item  3.     Defaults Upon Senior Securities.

             Registrant has no senior securities and accordingly no defaults.

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

             Registrant submitted no matters to a vote of security holders.

Item  5.     Other Information.

             None.



                                       11

<PAGE>   14


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.





                                              MIGHTY POWER U.S.A., INC.
                                              (Registrant)


                                              BY: /s/ CONNIE MARWITZ
                                                 ------------------------------
                                              Its: Secretary





DATE: April 10, 1997
      Dallas, Texas



                                       12

<PAGE>   15

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT 
NUMBER               DESCRIPTION
------               -----------
<S>                  <C>
27                   Financial Data Schedule
</TABLE>