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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-QSB/A

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(Mark One)

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

For the quarterly period ending June 30, 2000

OR

| | [   ] | TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | ----- | -------------------------------------------------------------------------------------------

For the transition period from _______________ to _________________

0-17594(Commission File Number)

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USA BIOMASS CORPORATION(Exact name of small business issuer as specified in its charter)

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| | Delaware
(State or other jurisdiction of
incorporation or organization) |  | 33-0329559
(I.R.S. Employer
Identification No.) | 
| | ----------------------------------------------------------------------- |  | ----------------------------------------------- | 

| | 7314 Scout AvenueBell Gardens, California
(Address of principal executive offices) |  | 90201
(Zip Code) | 
| | ---------------------------------------------------------------------------------- |  | ---------------- | 

(562) 928-9900(Registrants telephone number, including area code)

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 [  ]

The number of shares outstanding  of issuers only class of Common Stock, $.002 par value, was 10,288,666 on August 11, 2000.

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PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

Introduction

USA Biomass Corporation (Company) has prepared the consolidated financial statements, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain formation and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted pursuant to
such rules and regulations. The Company believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the Companys consolidated financial statements for the year ended December 31, 1999.
The financial information presented reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the results for the periods presented.

USA Biomass Corporation

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of June 30, 2000 and December 31, 1999And For the Three Months and Six Months endedJune 30, 2000 and 1999

| |  |  | Page
| |  |  | ----

|CONSOLIDATED FINANCIAL STATEMENTS FOR USA BIOMASS CORPORATION | 
|------------------------------------------------------------- | 

| |  | Balance Sheets                     | F-2
| |  | ---------------------------------- | ---
| |  | Statements of Operations           | F-3
| |  | Statements of Shareholders Equity | F-5
| |  | Statement of Cash Flows            | F-7

|                                  |     
|--------------------------------- | ----
|NOTES TO THE FINANCIAL STATEMENTS | F-8 
|                                  |     
|SIGNATURES                        | F-18

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USA BIOMASS CORPORATIONCONSOLIDATED BALANCE SHEETSJune 30, 2000 to December 31, 1999(Unaudited)

|                                                            |  | 2000 |             | 1999 |  
|----------------------------------------------------------- |  | ---- | ----------- | ---- | -
|                                                            |  |      |             |      |  
|ASSETS                                                      |  |      |             |      |  
|Current assets:                                             |  |      |             |      |  
|Cash and equivalents                                        |  | $    | 86,000      |      | $
|Accounts receivable, net of allowance for doubtful accounts |  |      | 2,017,000   |      |  
|Receivable from affiliates                                  |  |      | 45,000      |      |  
|Other current assets                                        |  |      | 799,000     |      |  
|Net current assets of discontinued operations               |  |      | 1,853,000   |      |  
|                                                            |  |      |             |      |  
|Total current assets                                        |  |      | 4,800,000   |      |  
|Property and equipment, net of accumulated depreciation     |  |      | 15,509,000  |      |  
|Other assets                                                |  |      | 29,000      |      |  
|Intangible assets, net of accumulated amortization          |  |      | 1,127,000   |      |  
|                                                            |  |      |             |      |  
|Total assets                                                |  | $    | 21,463,000  |      | $
|                                                            |  |      |             |      |  
|                                                            |  |      |             |      |  
|LIABILITIES AND SHAREHOLDERS EQUITY                        |  |      |             |      |  
|Current liabilities:                                        |  |      |             |      |  
|Accounts payable                                            |  | $    | 3,714,000   |      | $
|Accrued liabilities                                         |  |      | 1,202,000   |      |  
|Lines of credit                                             |  |      | 1,640,000   |      |  
|Notes payable:                                              |  |      |             |      |  
|Affiliates                                                  |  |      | 40,000      |      |  
|Other                                                       |  |      | 1,216,000   |      |  
|Capitalized lease obligations                               |  |      | 1,648,000   |      |  
|                                                            |  |      |             |      |  
|Total current liabilities                                   |  |      | 9,460,000   |      |  
|Notes payable, net of current portion:                      |  |      |             |      |  
|Affiliates                                                  |  |      | 246,000     |      |  
|Other                                                       |  |      | 6,342,000   |      |  
|Capitalized lease obligations, net of current portion       |  |      | 2,319,000   |      |  
|                                                            |  |      |             |      |  
|Total liabilities                                           |  |      | 18,367,000  |      |  
|                                                            |  |      |             |      |  
|Commitments and contingencies                               |  |      |             |      |  
|Shareholders equity:                                       |  |      |             |      |  
|Preferred Stock:                                            |  |      |             |      |  
|Series A, 9% Convertible Preferred Stock                    |  |      | 6,000       |      |  
|Series C, 6% Convertible Preferred Stock                    |  |      | 1,000       |      |  
|Common stock                                                |  |      | 20,000      |      |  
|Additional paid-in capital                                  |  |      | 29,370,000  |      |  
|Accumulated deficit                                         |  |      | (26,068,000 | )    |  
|Notes receivable on common stock                            |  |      | (115,000    | )    |  
|Treasury stock                                              |  |      | (118,000    | )    |  
|                                                            |  |      |             |      |  
|Total shareholders equity                                  |  |      | 3,096,000   |      |  
|                                                            |  |      |             |      |  
|Total liabilities and shareholders equity                  |  |      | 21,463,000  |      | $
|                                                            |  |      |             |      |  

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

F-2

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USA BIOMASS CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONSFor the Three Month Periods Ended June 30, 2000 and 1999(Unaudited)

|                                                   |  | For the Three Month
    PeriodEnded June 30, |          
|-------------------------------------------------- |  | -------------------------------------------- | ---------
|                                                   |  |                                              |          
|                                                   |  | 2000                                         |          
|                                                   |  |                                              |          
|Revenues                                           |  | $                                            | 5,366,000
|Cost of revenues, less depreciation                |  |                                              | 4,602,000
|                                                   |  |                                              |          
|Gross margin                                       |  |                                              | 764,000  
|General and administrative expenses                |  |                                              | 769,000  
|Depreciation                                       |  |                                              | 521,000  
|Settlement (gain) loss                             |  |                                              | 2,000    
|                                                   |  |                                              |          
|Operating income (loss) from continuing operations |  |                                              | (528,000 
|Interest expense, net                              |  |                                              | 193,000  
|Change in Estimated Remediation Costs              |  |                                              |         
|                                                   |  |                                              |          
|Loss from continuing operations and net loss       |  | $                                            | 721,000  
|                                                   |  |                                              |          
|Net loss per common share, basic and diluted       |  | $                                            | 0.14     
|                                                   |  |                                              |          

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

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USA BIOMASS CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS (Continued)For the Six Month Periods Ended June 30, 2000 and 1999(Unaudited)

|                                             |  | For the Six Month Period EndedJune 30, |          
|-------------------------------------------- |  | -------------------------------------- | ---------
|                                             |  |                                        |          
|                                             |  | 2000                                   |          
|                                             |  |                                        |          
|Revenues                                     |  | $                                      | 8,321,000
|Cost of revenues, less depreciation          |  |                                        | 6,792,000
|                                             |  |                                        |          
|Gross margin                                 |  |                                        | 1,529,000
|General and administrative                   |  |                                        | 1,292,000
|Depreciation                                 |  |                                        | 930,000  
|Settlement gain                              |  |                                        | (157,000 
|                                             |  |                                        |          
|Operating loss from continuing operations    |  |                                        | 536,000  
|Interest expense, net                        |  |                                        | 334,000  
|Change in Estimated Remediation Costs        |  |                                        |         
|                                             |  |                                        |          
|Loss from continuing operations and net loss |  | $                                      | 870,000  
|                                             |  |                                        |          
|Net loss per common share, basic and diluted |  | $                                      | 0.20     
|                                             |  |                                        |          

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

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USA BIOMASS CORPORATIONCONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYFor the Six Month Periods Ended June 30, 2000 and 1999(Unaudited)

|                           |  | Series APreferredShares |         | Series BPreferredShares |  | CommonShares |  | SharesHeld inTreasury |           | Series APreferredStock |  | Series BPreferredStock |   | CommonStock |       | CommonStock Heldin Treasury |   | AdditionalPaid InCapital |  | RetainedEarnings(AccumulatedDeficit) |        | Total |  
|-------------------------- |  | ----------------------- | ------- | ----------------------- |  | ------------ |  | --------------------- | --------- | ---------------------- |  | ---------------------- | - | ----------- | ----- | --------------------------- | - | ------------------------ |  | ------------------------------------ | ------ | ----- | -
|                           |  |                         |         |                         |  |              |  |                       |           |                        |  |                        |   |             |       |                             |   |                          |  |                                      |        |       |  
|Balance, December 31, 1998 |  |                         | 747,500 |                         |  | 394,414      |  |                       | 7,761,385 |                        |  | (24,000                | ) |             | 7,000 |                             |   | 4,000                    |  |                                      | 16,000 |       | $
|Net loss                   |  |                         |        |                         |  |             |  |                       |          |                        |  |                       |   |             |      |                             |   |                         |  |                                      |       |       |  
|                           |  |                         |         |                         |  |              |  |                       |           |                        |  |                        |   |             |       |                             |   |                          |  |                                      |        |       |  
|Balance, June 30, 1999     |  |                         | 747,500 |                         |  | 394,414      |  |                       | 7,761,385 |                        |  | (24,000                | ) | $           | 7,000 |                             | $ | 4,000                    |  | $                                    | 16,000 |       | $
|                           |  |                         |         |                         |  |              |  |                       |           |                        |  |                        |   |             |       |                             |   |                          |  |                                      |        |       |  

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

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USA BIOMASS CORPORATIONCONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYFor the Six Month Periods Ended June 30, 2000 and 1999(Unaudited)

|                                                                                           |  | Series APreferredShares |          | Series CPreferredShares |  | CommonShares |  | SharesHeld inTreasury |            | Series APreferredStock |  | Series CPreferredStock |   | CommonStock |        | Common StockHeld in Treasury |   | AdditionalPaid-inCapital |  | RetainedEarnings(AccumulatedDeficit) |        | NotesReceivableon CommonStock |   | Total    |  
|------------------------------------------------------------------------------------------ |  | ----------------------- | -------- | ----------------------- |  | ------------ |  | --------------------- | ---------- | ---------------------- |  | ---------------------- | - | ----------- | ------ | ---------------------------- | - | ------------------------ |  | ------------------------------------ | ------ | ----------------------------- | - | -------- | -
|                                                                                           |  |                         |          |                         |  |              |  |                       |            |                        |  |                        |   |             |        |                              |   |                          |  |                                      |        |                               |   |          |  
|Balance, December 31, 1999                                                                 |  |                         | 742,200  |                         |  |             |  |                       | 9,509,856  |                        |  | (24,250                | ) | $           | 7,000  |                              |   |                         |  | $                                    | 19,000 |                               | $ | (118,000 | )
|Conversion of Series A Convertible
            Preferred Stock to
            common stock |  |                         | (126,700 | )                       |  |             |  |                       | 228,060    |                        |  |                       |   |             | (1,000 | )                            |   |                         |  |                                      |       |                               |   |         |  
|Common stock issued on exercise of       stock options                                     |  |                         |         |                         |  |             |  |                       | 350,750    |                        |  |                       |   |             |       |                              |   |                         |  |                                      | 1,000  |                               |   |         |  
|Issuance of Series C Preferred stock                                                       |  |                         |         |                         |  | 3,000        |  |                       |           |                        |  |                       |   |             |       |                              | $ | 1,000                    |  |                                      |       |                               |   |         |  
|Payment of Series A Dividends                                                              |  |                         |         |                         |  |             |  |                       |           |                        |  |                       |   |             |       |                              |   |                         |  |                                      |       |                               |   |         |  
|Shares issued in payment of Debt                                                           |  |                         |         |                         |  |             |  | $                     | 200,000    |                        |  |                       |   |             |       |                              |   |                         |  |                                      |       |                               |   |         |  
|Payment of Notes Receivable                                                                |  |                         |         |                         |  |             |  |                       |           |                        |  |                       |   |             |       |                              |   |                         |  |                                      |       |                               |   |         |  
|Net loss                                                                                   |  |                         |         |                         |  |             |  |                       |           |                        |  |                       |   |             |       |                              |   |                         |  |                                      |       |                               |   |         |  
|                                                                                           |  |                         |          |                         |  |              |  |                       |            |                        |  |                        |   |             |        |                              |   |                          |  |                                      |        |                               |   |          |  
|Balance, June 30, 2000                                                                     |  |                         | 615,500  |                         |  | 3,000        |  |                       | 10,288,666 |                        |  | (24,250                | ) | $           | 6,000  |                              | $ | 1,000                    |  | $                                    | 20,000 |                               | $ | (118,000 | )
|                                                                                           |  |                         |          |                         |  |              |  |                       |            |                        |  |                        |   |             |        |                              |   |                          |  |                                      |        |                               |   |          |  

F-6

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USA BIOMASS CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWSFor the Six Month Periods Ended June 30, 2000 and 1999(Unaudited)

|                                                                                               |  | June 30,2000 |            | June 30,1999 |  
|---------------------------------------------------------------------------------------------- |  | ------------ | ---------- | ------------ | -
|                                                                                               |  |              |            |              |  
|Cash flows from operating activities:                                                          |  |              |            |              |  
|Net income (loss)                                                                              |  | $            | (870,000   | )            | $
|                                                                                               |  |              |            |              |  
|Net loss from continuing operations                                                            |  |              | (870,000   | )            |  
|Adjustments to reconcile net loss to net cash used in operating activities:                    |  |              |            |              |  
|Depreciation and amortization                                                                  |  |              | 930,000    |              |  
|Loss on sale of assets                                                                         |  |              |            |              |  
|Decrease (increase) in assets:                                                                 |  |              |            |              |  
|Accounts Receivable                                                                            |  |              | (555,000   | )            |  
|Other current assets                                                                           |  |              | (419,000   | )            |  
|Other assets                                                                                   |  |              | (5,000     | )            |  
|Notes receivable                                                                               |  |              |            |              |  
|Increase (decrease) in liabilities:                                                            |  |              |            |              |  
|Accounts payable                                                                               |  |              | 626,000    |              |  
|Accrued liabilities                                                                            |  |              | (245,000   | )            |  
|                                                                                               |  |              |            |              |  
|Net cash provided by (used) in operating activities of continuing operations                   |  |              | (538,000   | )            |  
|Net cash used in operating activities of discontinued activities                               |  |              | (604,000   | )            |  
|                                                                                               |  |              |            |              |  
|Cash provided by (used) in operating activities                                                |  |              | (1,142,000 | )            |  
|                                                                                               |  |              |            |              |  
|Cash flows provided by (used in) investing activities:                                         |  |              |            |              |  
|Purchase of property and equipment                                                             |  | $            | (778,000   | )            |  
|Sales of property and equipment                                                                |  |              |            |              |  
|Acquisition of AWT                                                                             |  |              | (817,000   | )            |  
|                                                                                               |  |              |            |              |  
|Net cash provided by (used in) investing activities of continuing operations                   |  |              | (1,595,000 | )            |  
|                                                                                               |  |              |            |              |  
|Cash flows provided by (used in) financing activities:                                         |  |              |            |              |  
|Proceeds from line of credit                                                                   |  | $            |            |              |  
|Proceeds from notes and loans                                                                  |  |              | 174,000    |              |  
|Repayment of notes, loans, leases                                                              |  |              | (1,683,000 | )            |  
|Proceeds from sale of Preferred Stock                                                          |  |              | 2,697,000  |              |  
|Proceeds from exercise of options                                                              |  |              | 689,000    |              |  
|Payment of dividends                                                                           |  |              | (416,000   | )            |  
|Decrease in long term accruals                                                                 |  |              |            |              |  
|                                                                                               |  |              |            |              |  
|Net cash provided by (used in) financing activities of continuing operations                   |  |              | 1,461,000  |              |  
|Net cash provided by (used in) financing activities of discontinued operations                 |  |              |           |              |  
|                                                                                               |  |              |            |              |  
|Cash provided by (used in) financing activities                                                |  |              | 1,461,000  |              |  
|                                                                                               |  |              |            |              |  
|Net increase (decrease) in cash                                                                |  |              | (1,276,000 | )            |  
|Cash and equivalent at beginning of period                                                     |  |              | 1,362,000  |              |  
|                                                                                               |  |              |            |              |  
|Cash and equivalents at end of period                                                          |  | $            | 86,000     |              | $
|                                                                                               |  |              |            |              |  
|Cash paid during the period for:                                                               |  |              |            |              |  
|Interest:                                                                                      |  |              |            |              |  
|Continuing operations                                                                          |  |              | 287,000    |              |  
|Discontinued operations                                                                        |  |              |           |              |  
|                                                                                               |  |              |            |              |  
|                                                                                               |  | $            | 287,000    |              | $
|                                                                                               |  |              |            |              |  
|                                                                                               |  |              |            |              |  
|Supplemental Schedule of Non-Cash Investing and   Financing Activities of Continued Operations |  |              |            |              |  
|                                                                                               |  |              |            |              |  
|Satisfaction of debt through issuance of stock:                                                |  |              |            |              |  
|Liabilities satisfied                                                                          |  |              | 700,000    |              |  
|Common stock issued                                                                            |  |              | (700,000   | )            |  
|Acquisition                                                                                    |  |              |            |              |  
|Fair value of assets acquired                                                                  |  |              | 6,805,000  |              |  
|Liabilities assumed                                                                            |  |              | (5,988,000 | )            |  
|Consideration paid:                                                                            |  |              |            |              |  
|Cash                                                                                           |  |              | (817,000   | )            |  
|Assets acquired                                                                                |  |              | 3,280,000  |              |  
|Liabilities incurred                                                                           |  |              | (3,280,000 | )            |  

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

F-7

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USA BIOMASS CORPORATIONNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSAs of June 30, 2000For the Six Month Periods Ended June 30, 2000 and 1999

1.      Discontinued Operations

On December 22, 1998, the Company adopted a plan to dispose of its agribusiness and real estate operations. In October 1999, the Company
transferred substantially all of its remaining real estate assets and related liabilities to AMCOR Financial Corp. (AFC), a then wholly owned subsidiary. In January 2000, the Company distributed to its common and preferred shareholders all of
its AFC common shares. The Company has disputes with AFC regarding the nature and amount of assets and liabilities transferred to AFC. Further, all the regulatory requirements related to the distribution of the AFC shares to the Companys
shareholders may not have been satisfied. As a result, the Company continues to record its investment related to these real estate assets as net assets of discontinued operations in the consolidated balance sheets.

At June 30, 2000, the remaining assets of the discontinued operations are the Companys receivable from a partnership that owned a golf course
sold in foreclosure in February 2000, certain housing development land in Texas, and a 50% interest in PS III Farms, LLC, which owns 6,490 acres that it leases to a limited liability company owned by the other 50% venture partner. The real estate
assets have been pledged as collateral on notes payable on which the Company is primarily liable totaling $3,181,000 at June 30, 2000, which is included in the net assets of discontinued operations. The lender that foreclosed upon the golf course
property notified the Company that a deficiency of $2,400,000 exists after the foreclosure and in April 2000 filed a related lawsuit. The parties have mutually agreed to settle the matter and negotiations are now in process.

2.      Loss per Common Share

Basic and diluted loss per common share have been computed by dividing the loss available to common stockholders by the weighted-average number of
common shares for the period. Loss available to common stockholders is the loss after adding to the loss any preferred stock dividend requirements. The additional common shares that would be issuable for options and warrants outstanding are ignored, as to
include them in the calculation of diluted loss per share would be antidilutive.

The computations of basic and diluted loss per common share are as follows:

|                                                                      |  | Six month period EndedJune 30, |          
|--------------------------------------------------------------------- |  | ------------------------------ | ---------
|                                                                      |  |                                |          
|                                                                      |  | 2000                           |          
|                                                                      |  |                                |          
|Loss from continuing operations                                       |  | $                              | 870,000  
|Add: dividends on preferred sharesdeclared                           |  |                                | 416,000  
|Add: dividends on preferred sharescumulative, not declared           |  |                                | 692,000  
|                                                                      |  |                                |          
|Net loss available to common shareholders                             |  | $                              | 1,978,000
|                                                                      |  |                                |          
|Weighted average sharesbasic and diluted                             |  |                                | 9,899,000
|                                                                      |  |                                |          
|Net loss per share available to Common shareholdersbasic and diluted |  | $                              | .20      
|                                                                      |  |                                |          

|                                                                      |  | Three month period EndedJune 30, |           
|--------------------------------------------------------------------- |  | -------------------------------- | ----------
|                                                                      |  |                                  |           
|                                                                      |  | 2000                             |           
|                                                                      |  |                                  |           
|Loss from continuing operations                                       |  | $                                | 721,000   
|Add: dividends on preferred sharesdeclared                           |  |                                  |          
|Add: dividends on preferred sharescumulative, not declared           |  |                                  | 692,000   
|                                                                      |  |                                  |           
|Net loss available to common shareholders                             |  | $                                | 1,413,000 
|                                                                      |  |                                  |           
|Weighted average sharesbasic and diluted                             |  |                                  | 10,188,000
|                                                                      |  |                                  |           
|Net loss per share available to Common shareholdersbasic and diluted |  | $                                | .14       
|                                                                      |  |                                  |           



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USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

The effect of the potentially dilutive securities listed below were not included in the computation of diluted earnings per share because to do so
would have been antidilutive for the periods presented.

|                                       |  | Three month period endedJune 30, |          
|-------------------------------------- |  | -------------------------------- | ---------
|                                       |  |                                  |          
|                                       |  | 2000                             |          
|                                       |  |                                  |          
|Shares of common stock issuable under: |  |                                  |          
|Employee stock options                 |  |                                  | 256,100  
|Warrants                               |  |                                  | 239,500  
|Series A Convertible Preferred Stock   |  |                                  | 1,107,000
|Series B Convertible Preferred Stock   |  |                                  |         
|Series C Convertible Preferred Stock   |  |                                  | 340,000  

|                                       |  | Six month period endedJune 30, |          
|-------------------------------------- |  | ------------------------------ | ---------
|                                       |  |                                |          
|                                       |  | 2000                           |          
|                                       |  |                                |          
|Shares of common stock issuable under: |  |                                |          
|Employee stock options                 |  |                                | 256,100  
|Warrants                               |  |                                | 239,500  
|Series A Convertible Preferred Stock   |  |                                | 1,107,000
|Series B Convertible Preferred Stock   |  |                                |         
|Series C Convertible Preferred Stock   |  |                                | 340,000  

3.      Business Segments

SFAS No. 131, Disclosure about Segments of an Enterprise and Related Information, establishes standards for reporting  information about operating
segments in annual financial statements and requires selected information about operating segments in interim financial reports issued to stockholders. Operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Each of these operating segments is considered a reportable segment. The Company evaluates the performance of its segments and allocates resources to
them based on revenue and EBITDA. The Company defines EBITDA as earnings before interest, income taxes, depreciation and amortization, and other nonoperating income and expense.

Certain financial information is presented below:

|                                |  | Green WasteRecycling |           | WasteTransport |   | Other      |  | Total |           
|------------------------------- |  | -------------------- | --------- | -------------- | - | ---------- |  | ----- | ----------
|                                |  |                      |           |                |   |            |  |       |           
|Six months ended June 30, 2000: |  |                      |           |                |   |            |  |       |           
|Revenue                         |  | $                    | 1,513,000 |                | $ | 6,808,000  |  |       |          
|EBITDA                          |  |                      | 251,000   |                |   | 239,000    |  | $     | (96,000   
|Assets                          |  |                      | 2,449,000 |                |   | 15,430,000 |  |       | 3,584,000 
|Depreciation and amortization   |  |                      | 176,000   |                |   | 752,000    |  |       | 2,000     
|Interest, net                   |  |                      | 22,000    |                |   | 259,000    |  |       | 53,000    
|                                |  |                      |           |                |   |            |  |       |           
|Six months ended June 30, 1999: |  |                      |           |                |   |            |  |       |           
|Revenue                         |  |                      | 1,207,000 |                |   | 2,697,000  |  |       |          
|EBITDA                          |  |                      | (91,000   | )              |   | 462,000    |  |       | (13,000   
|Assets                          |  |                      | 1,581,000 |                |   | 6,180,000  |  |       | 18,788,000
|Depreciation and amortization   |  |                      | 215,000   |                |   | 331,000    |  |       | 22,000    
|Interest, net                   |  |                      | 93,000    |                |   | 218,000    |  |       | 391,000   



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USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

4.      Acquisition of American Waste Transport

In March 2000, the Company agreed to acquire substantially all of the outstanding shares of American West Transport (AWT) for cash in the
amount of $750,000.00 and up to one million shares of the Companys common stock, subject to certain contingencies and the resolution of certain pending issues which related to the acquisition value of AWT. AWThas failed to perform its obligations as
specified in the acquisition agreement. Moreover, management of the Company believes that certain material facts, not disclosed to the Company prior to the acquisition, materially and adversely affect the acquisition value of AWT. Based upon AWTs
failure to disclose material information to the Company and AWTs failure to perform its obligations as specified in the acquisition agreement, management of the company has determined that it is in the best interests of the Company to cancel those
1,000,000 shares of the Companys common stock which were issued but which are being held in escrow. Fred and Linda Alexander have filed a complaint against the Company in U.S. District Court alleging violation of Federal Securities Law, the
California Corporation Code, fraud, breaches of contract and wrongful termination. The Company intends to vigorously defend this action and file a cross complaint against the Alexanders.

The following unaudited pro forma consolidated results of operations are presented as if the acquisition of AWT had taken place at January 1, 2000
and 1999.

|                                    |  | Six month period EndedJune 30, |           
|----------------------------------- |  | ------------------------------ | ----------
|                                    |  |                                |           
|                                    |  | 2000                           |           
|                                    |  |                                |           
|Revenue                             |  | $                              | 10,474,000
|                                    |  |                                |           
|Net loss from continuing operations |  | $                              | 860,000   
|                                    |  |                                |           
|Net loss                            |  | $                              | 860,000   
|                                    |  |                                |           

The assets and liabilities of AWT included in the consolidated balance sheet at June 30, 2000 follows:

|                                           |  |   |          
|------------------------------------------ |  | - | ---------
|Current assets:                            |  |   |          
|Cash                                       |  | $ | 31,000   
|Accounts receivable                        |  |   | 1,106,000
|Other current assets                       |  |   | 636,000  
|                                           |  |   |          
|Total current assets                       |  |   | 1,773,000
|Property and equipment                     |  |   | 6,806,000
|Goodwill                                   |  |   | 961,000  
|                                           |  |   |          
|Total assets                               |  | $ | 9,540,000
|                                           |  |   |          
|Current liabilities:                       |  |   |          
|Accounts payable                           |  | $ | 2,640,000
|Line of credit                             |  |   | 1,989,000
|Capitalized leases and notes payable       |  |   | 1,431,000
|Other current liabilities                  |  |   | 610,000  
|                                           |  |   |          
|Total current liabilities                  |  |   | 6,670,000
|Capitalized leases and notes payable       |  |   | 2,516,000
|                                           |  |   |          
|                                           |  |   | 9,186,000
|Equity                                     |  |   | 354,000  
|                                           |  |   |          
|Total liabilities and shareholders equity |  | $ | 9,540,000
|                                           |  |   |          

5.      Sale of Series C Convertible Preferred Stock

In March 2000, the Company issued 3,000 shares of its Series C Convertible Preferred stock at $1,000 per share. In conjunction with the
offering, the Company issued warrants to purchase 100,000 shares of the Companys common stock at $4.65 per share. The warrants may be exercised at any time until they expire on June 30, 2005.

---

USA BIOMASS CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
As of June 30, 2000
For the Six Month Periods Ended June 30, 2000 and 1999

The Series C Convertible Preferred shares may be converted at any time at $4.65 per share and provide for a 6% annual dividend rate. In addition, the
Company is precluded from payment of dividends on or purchase of its common stock.

A portion of the proceeds of this offering was used for the AWT acquisition described above and for the payment of dividends on the Series A
Convertible Preferred stock. The remaining proceeds of this offering will be used for working capital.

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

Overview

The Companys operations at June 30, 2000 included: (i) clean green waste processing and recycling (biomass) and
(ii) contract waste transport services. During 1997, the Companys  focus shifted from agribusiness and land planning/development to biomass. Subsequently, in June 1998, the Company broadened its new focus to include solid waste transportation and
developed a strategic alliance with Waste Management, Inc., formerly USA Waste Services (Waste Management). During the second half of 1998, in light of the Companys strategic alliance with Waste Management and related existing and
potential biomass and solid waste transportation opportunities, the Companys Board of Directors determined that the Companys shift in focus from agribusiness and land planning/development to solid waste transportation and biomass should be
complete and permanent. Consequently, the Board of Directors approved the Companys name change effective August 31, 1998 and subsequently, on December 22, 1998 adopted a Plan of Discontinued Operations (the Plan) pursuant to
which the Company will discontinue its agribusiness and land planning/development activities and will focus on its solid waste transportation and biomass activities. In addition, on January 12, 1999, the Board of Directors approved a change in the
Companys fiscal year end to December 31.

Implementation of the Plan has had a material impact on the presentation of the Companys financial statements. All business activity, cash
flows and net assets of these operations for the year ended December 31, 1999, and for the six months ended June 30, 2000 have been classified as discontinued operations, and the assets of these operations have been reduced to the lower of cost
or net realizable value.

Results of Operations

The Companys continuing operations consist of solid waste transportation and biomass activities, which include green waste recycling. The
Company has sold its unprofitable municipal tree maintenance operations in March 1999. The Companys discontinued operations consist of agribusiness and land planning/development. A discussion of the material factors that affected the Companys
results of continuing operations and, where applicable, the results of its discontinued operations, are presented separately below.

Results of Continuing Operations

Revenues:

The Companys revenues from continuing operations for the six months ended June 30, 2000, reflect exclusively its biomass activities and waste
transport revenue, whereas revenues for the six months ended June 30, 1999, also reflect $363,000 of revenues from tree maintenance operations which were sold late in the first quarter, 1999. Revenues for the three months ended June 30, 2000
were $5,366,000, which included $3,070,000 of second quarter revenues from the acquisition of American Waste Transport (AWT) in March 2000, and were up significantly (192%) from $1,837,000 for the three months ended June 30, 1999.
Overall, revenues for the six-months ended June 30, 2000 were $8,321,000, up 113% from revenues of $3,904,000 for the comparable prior six month period, which increase included $4,052,000 of revenue from AWT. The Company expects revenues to continue
to increase in fiscal 2000 as the transportation division revenues grow both internally as new contracts are phased in, and as the Company expands its biomass operations, and from acquisitions, such as AWT.

Cost of Revenues:

Cost of revenues (excluding $521,000 of depreciation) of $4,602,000 for the three months ended June 30, 2000, were up $3,153,000 (216%) from
$1,455,000 for the comparable three months period ending June 30, 1999, mainly from internal growth in biomass activities, and from the acquisition of AWT which generated a comparable 192% increase in revenues. This resulted in a gross profit from
operations (excluding depreciation) of $764,000 (14%) compared to $382,000 (21%) for the prior years three month period. For the six months ending June 30, 2000 cost of revenues were $6,792,000, up $3,709,000 (120%) from the prior six month
period, due largely from the AWT acquisition which resulted in revenues increasing 113% for the six month period. Overall, the six months ended June 30, 2000, generated a gross profit (before depreciation) of $1,529,000 (18%) compared to a gross profit
(before depreciation) of $821,000 (21%) the prior six month period. Management expects margins to improve in

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future periods, as cost savings are realized through the elimination of duplicate facilities and personnel related to the AWT acquisition, which will be reflected in the third and fourth quarters.

General and Administrative Expenses:

For the three months ended June 30, 2000, total general and administrative expenses of $769,000 compared to $198,000 for the comparable three
month period ending June 30, 1999, the 288% increase related to the acquisition of AWT which increased revenues by 192% for the quarter. For the six-months ended June 30, 2000, total general and administrative expense of $1,292,000 as compared
to $863,000 the prior six month period, up 49% due to the acquisition of AWT, which resulted in revenues increasing 113% for the six month period.

Settlement Gain:

During the three months ended June 30, 2000, the Company realized a settlement loss of $2,000 based on proceeds received from the settlement of
a lawsuit in late 1999. The total settlement gain for the six months ending June 30, 2000 was $157,000. There was no such gain in the comparable 1999 periods.

Interest Expense, Net of Interest Income:

For the three months ended June 30, 2000, interest expense, net of interest income was $193,000, a decrease of $374,000 (66%) from the
comparable three month period ending June 30, 1999. For the six months ended June 30, 2000, interest expense was $334,000, compared to $702,000 for the comparable six month period ended June 30, 1999, the 52% decrease in interest due
largely to the Companys 42% reduction in debt during 1999.

Results from Continuing Operations:

For the three months ended June 30, the Company reported a loss from continuing operations of $721,000 compared to a net loss of $139,000 for
the comparable three month period ending June 30, 1999, which prior period included a $400,000 credit for estimated remediation costs. For the six months ended June 30, 2000, the loss from continuing operations was $870,000, compared to $912,000
the comparable prior six month period ended June 30, 1999. The prior years loss was largely due to lower revenues not sufficient to absorb fixed costs, as the Companys new biomass business was operating below capacity. Future operating
results are expected to continue to improve as management eliminates duplicate facilities and personnel functions related to the AWT acquisition, which will be reflected in the third and fourth quarters.

Results of Discontinued Operations:

For the three months ended June 30, 2000, results from discontinued operations were zero, the same as the comparable three month period ending
June 30, 1999, mainly due to the previous accrual of all operating losses for discontinued operations.

Liquidity and Capital Resources:

The Companys overall financial condition as of June 30, 2000, as compared to December 31, 1999, has improved considerably with
shareholders equity increasing over $2.7 million to $3.0 million, due primarily to the issuance of $3 million of new preferred stock which occurred in March 2000. During 1999, total debt was reduced by $8.3 million (42%) to
$11.4 million, which has yielded significant interest savings. (The acquisition of AWT combined with the purchase of additional equipment did cause total debt to increase to $18.0 million at June 30, 2000.) In addition, revenues from
expanding biomass operations increased 113% over the comparable prior six month period exceeding all of 1999s revenues which were $7.6 million. This increase is largely due to the acquisition of AWT which, when consolidated with the Company,
should generate revenues at the annual rate exceeding $18 million, and with improving margins, should generate adequate funds for operations. For example, for the six months ended March 31, 2000, EBITDA (Earnings Before Interest, Taxes, Depreciation,
and Amortization) was $394,000 compared to $358,000 EBITDA the comparable prior six month period, a 10% increase. Margins are expected to continue to improve, as an estimated $l million of cost reductions are realized through the elimination of
duplicate facilities and personnel functions related to the AWT acquisition. Moreover, USA Biomass now has a contractual backlog in place approximating $350 million with terms generally exceeding 10 years or longer, ensuring consistent revenue
for future periods.

---

The Companys current ratio, at .51 has not improved from .66 at December 31, 1999. This is primarily due to over $1.4 million of term
notes becoming current in the first quarter, which the Company intends to refinance during 2000 including the expenditure of $1,000,000 for capital equipment. However, liquidity may improve during 2000 as a result of the following: (i) the intense
management of cash flow; (ii) the Company is currently negotiating to significantly expand both senior and/or subordinated debt to fund working capital related to the Companys large contract backlog; (iii) during 2000 the Company expects to
liquidate all or a part of its $2.5 million agricultural property investment, (iv) the Company has tax-loss carry-forwards exceeding $22 million which can be applied to shelter future earnings thereby enhancing cash flow, and (v) the Company
intends to, where appropriate, make acquisitions using its common stock for the generation of earnings and cash flow. It is for the foregoing reasons that the Company believes that its liquidity needs for the year 2000 will be sufficiently satisfied.
Moreover, with its discontinued operations now partially liquidated, the Company has strategically positioned itself to profitably capitalize on the numerous opportunities now available in the biomass industry.

Year 2000 Compliance

To date management of the Company believes that its software packages currently in use are Year 2000 compliant. Management does not expect that the
financial impact of required modification to such software, if any, will be material to the Companys financial position, cash flows or results of operations in any given year.

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PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

In December 1997, a judgment was entered against the Company and two of its officers, who are also shareholders. The  Company has filed an appeal of
this judgment.

On April 5, 2000, a bank filed a lawsuit against the Company related to a deficiency pertaining to real property the bank  foreclosed on in Texas
which are part of its discontinued operations. The Company intends to vigorously defend against this lawsuit and believes that it has recorded its liability related thereto in its financial statement. Based on recent negotiations with the bank, the
Company believes the matter will be completely settled during the fourth quarter and, in any event, the Company does not expect that this matter will have a material adverse effect on the Companys financial condition or results of operations.

Fred and Linda Alexander have filed a complaint against the Company in U.S. District Court alleging violation of Federal Securities Law, the
California Corporation Code, fraud, breaches of contract and wrongful termination. The Company intends to vigorously defend this action and file a cross complaint against the Alexanders.

The Company is not involved in any other pending legal proceedings other than legal proceedings occurring in the ordinary course of business. Such
other legal proceedings in the aggregate are believed by management to be immaterial.

Item 2.   Change in Securities

None.

Item 3.   Defaults Upon Senior Securities

As of the date of filing this report, the Company is in arrears as to quarterly dividends on its Series A 9% Convertible Preferred  Stock. The total
amount of dividend arrearages was $692,447.

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

Not Applicable.

Item 5.   Other Information

Not Applicable.

Item 6.   Exhibits and Reports on Form 8-K

(a)  Exhibits.

| | 1   |  | Not applicable                                                                                                                                                                                                               
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2   |  | Plan of Discontinued Operations (1)                                                                                                                                                                                          
| | 3.1 |  | Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on March 10, 1988 (2)                                                                                                              
| | 3.2 |  | Certificate of Amendment of Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on December 21, 1988 (2)                                                                               
| | 3.3 |  | Certificate of Amendment of Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on March 21, 1989 (2)                                                                                  
| | 3.4 |  | Certificate of Designations, Preferences and Relative Rights, Qualifications and Restrictions of the Series A 9% Convertible Preferred Stock of the Company filed with the Secretary of State of Delaware on May
13, 1994 (3)
| | 3.5 |  | Certificate of Amendment of Certificate of Incorporation of the Company filed with the Secretary of State of Delaware on February 24, 1997 (4)                                                                               
| | 3.7 |  | Bylaws of the Company, as amended (4)                                                                                                                                                                                        

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| | 4.1  |  | Certificate of Designations, Preferences and Relative Rights, Qualifications and Restrictions of the Series C 6% Convertible Preferred Stock of the Company filed with the Secretary of State of
Delaware on April 13,
  2000 (9)
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 4.2  |  | Trust Indenture between the Company and First City Bank of Dallas (2)                                                                                                                                                            
| | 10.1 |  | Stock Option Agreement dated July 2, 1990 between the Company and Fred H. Behrens (6)                                                                                                                                            
| | 10.2 |  | Stock Option Agreement dated July 2, 1990 between the Company and Robert A. Wright (6)                                                                                                                                           
| | 10.3 |  | Stock Option Agreement dated July 2, 1990 between the Company and Marlene A. Tapie (6)                                                                                                                                           
| | 10.4 |  | Stock Acquisition Agreement dated as of November 25, 1997 by and among Gus Franklin and Susan K. Franklin, the Company and TPE (1)                                                                                               
| | 10.5 |  | Agreement Regarding Transportation Services dated as of June 8, 1998 by and between USA Waste of California, Inc., the Company and AMCOR Biomass, Inc. (1)                                                                       
| | 10.6 |  | Commercial Lease dated effective as of November 1, 1998 by and between Desert Mist Cooling and the Company (1)                                                                                                                   
| | 10.7 |  | Securities Purchase Agreement dated March 14, 2000 by and between Siete Investors LLC, a Delaware limited liability company, and the Company, including Registration Rights Agreement as exhibit thereto (8)                     
| | 10.8 |  | Agreement and Plan of Merger dated March 1, 2000 by and between Fred Alexander, Linda Alexander, AWT Acquisition Corp., AGI Acquisition Corp., American Waste Transport, Inc. and American Green Waste,
  Inc. (9)               
| | 11   |  | Statement re: Computation of Per Share Earnings (Loss) (5)                                                                                                                                                                       
| | 21   |  | Subsidiaries of the Company (7)                                                                                                                                                                                                  
| | 27   |  | Financial Data Schedule                                                                                                                                                                                                          

(b)  Reports on Form 8-K

Form 8-K, for event dated January 12, 1999, incorporated herein by this reference as filed with the Commission on January 27, 1999,
reporting on Item 8, Change in Fiscal Year, in connection with the Companys Board of Directors decision to change the Companys fiscal year from August 31 to December 31, commencing with the calendar year/fiscal year ended
December 31, 1998.

Form 8-K, for event dated March 1, 2000, incorporated herein by this reference as filed with the Commission on March 15, 2000, reporting on
Item 2, Acquisition of Assets, in connection with the acquisition of 100% of the common stock of American Waste Transport, Inc. from Fred and Linda Alexander, non-affiliates of the Company.

Form 8-K, for event dated April 8, 2000, incorporated herein by this reference as filed with the Commission on April 17, 2000, reporting on
Item 5, Other Events, in connection with the grant of a leave of absence to Robert A. Wright from the service of the Company as president of the Company.

Form 8-K, for event dated April 19, 2000, incorporated herein by this reference as filed with the Commission on April 20, 2000, reporting
on Item 5, Other Events, in connection with the filing of a pro forma balance sheet at February 29, 2000, to exhibit the Companys compliance with the NASDAQ net tangible equity requirement for continued listing on the Small Cap Quotation
Service.

______________















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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, in the City of Long Beach, State of California.

|                        |  |     | USA BIOMASS CORPORATIONa Delaware corporation
|----------------------- |  | --- | ---------------------------------------------
|Date: November 20, 2000 |  | By: | /s/ Lance B. Jones                           
|                        |  |     |                                              
|                        |  |     | Lance B. JonesIts: Chief Executive Officer   

| |  |     |                                                
| |  | --- | -----------------------------------------------
| |  | By: | /s/ Eugene W. Tidgewell                        
| |  |     |                                                
| |  |     | Eugene W. TidgewellIts: Chief Financial Officer