Development.

USA Growth, Inc., a Delaware corporation ("Registrant"), was originally incorporated on August 14, 1987 in the State of Delaware. At July 31, 1999, the Registrant was a development stage company, since it had not commenced its planned principal operations.

Pursuant to a share exchange agreement dated as of August 15, 1999, among the Registrant, TriStar Diversified Ventures, L.L.C., John J. Anton, and Nick Markulis, TriStar and Messrs. Anton and Markulis exchanged all of their shares of common stock of World Shopping Network, Inc., a Wyoming corporation, for an aggregate of 79,950,000 newly issued shares of common stock of the Registrant. As a...