UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended July 31, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
For the transition period from _______________________ to _____________
Commission file number ________________________________
__________________________U.S.A. GROWTH, INC.___________________________________
(Name of small business issuer in its charter)
_ DELAWARE____________________ 11-2872782
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
1530 Brookhollow Drive, Suite C, Santa Ana, CA 92705_________________________
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (714) 427-0760
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. [X] Yes
[] No
The number of shares of Common Stock, par value $.001 per share, outstanding as
of July 31, 1999 is
91,050,000 shares.
PART 1 - FINANCIAL INFORMATION
Complete financial information was not available at the time of filing this
report.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Plan of Operation
The Company engages in research, either by itself and/or through the use of
independent consultants (who may
have to agree to receive stock of the Company in payment for their services in
lieu of cash), to determine what
type of business can be established by a new venture which would have
potentially high profits. The
Company's management has established numerous contacts which, on a ongoing
basis, can lead to inquiries
from potential acquisition contacts. Through these contacts, the Company has
entered into a potential merger
with a Internet Website Shopping Mall. Pursuant to the initial stage of this
merger, the Company has issued
79,950,000 shares of Common Stock to three entities in exchange for their
controlling interest in their company.
As part of the merger and issuance of the shares on or about July 1, 1999, the
Board of Directors has been
replaced with the three entities receiving the Common Stock referred to above.
Results of Operations
The Company is a development Stage Company and as of July 31, 1999 had not
generated any operating
revenue.
The Company's only source of revenue since inception has been certificate of
deposit interest income, dividend
from money market mutual funds with an approximate yield of 5% per annum. The
Company maintains its cash
balance in a financial institution.
Management believes that inflation and changing prices will have minimal effect
on operations
Liquidity and Capital Resources
The Company has no present, outside sources of liquidity. In the event the
Company determines that its present
capital is not adequate for a future acquisition, the Company may arrange for
outside financing and/or may
merge with an existing revenue generating entity.
The Company's operations are not effected by the Y2K problem.
Signatures
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: November 15, 1999
U.S.A. GROWTH, INC.
By: /s/ John Anton
John Anton
President and Chief Financial Officer
