UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                ----------------

                                   FORM 10-QSB

                                QUARTERLY REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF
                  1934 For the quarterly period ended June 30, 1999

                        DATE OF REPORT: February 28, 2000

                             RIGID AIRSHIP USA, INC.
               (Exact Name of Registrant as Specified in Charter)

             Nevada                      000-25187               88-0410474
(STATE OR OTHER JURISDICTION NO.)  (COMMISSION FILE NUMBER)  (IRS EMPLOYER I.D.)

                                 130 87th Street
                             Stone Harbor, NJ 08247
                         Telephone Number (609) 368-1106
                            Fax Number (609) 368-6446
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                             1800 East Sahara Avenue
                                   Suite # 107
                             Las Vegas, Nevada 89104
                         Telephone Number (702) 939-0390
          (FORMER NAME OR FORMER ADDRESS, OF CHANGE SINCE LAST ADDRESS.

           Securities registered pursuant to Section 12(b) of the Act:

       Title of each class             Name of each exchange on which registered
             (NONE)
   ---------------------------------   -----------------------------------------

   Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the 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.
[X] Yes [ ] No


  The number of shares of the registrant's common stock $.001 par value
outstanding as of June 30, 1999 was 28,964,316.

<PAGE>


PART I

Item 1. BUSINESS

         The Company changed its business operations, majority ownership, and
name on November 10, 1998. Rigid Airship USA has entered the business of
alternative air transportation carriers in the form of operating, marketing, and
manufacturing classic Rigid Airships. Designed to operate in the lower altitude
below 10,000 feet, which is nearly free of commercial air traffic, the first
Rigid Airships will convey between 150 and 250 passengers. Cruising at
approximately 75 miles per hour, the Rigid Airship employs six engines which
power large, slowly-turning propellers, producing a small fraction of the noise
level common to conventional commercial aircraft. Rigid Airships will have
exceptional range, and be capable of staying aloft for periods of nearly two
weeks.

         Distinctly different from pressurized airships known as blimps, the
Rigid Airship's rigid structure provides hull space for the comforts associated
with ocean cruise ships. Employing some of the technology and design of the
famous Zeppelins which began the world's first airline in 1910, the Rigid
Airship will exploit modern improvements in engines, fabrics, electronics,
aluminum, modern day radar, and avionics. Employing fire retardant helium as a
lifting gas, the Rigid Airship will provide spacious, comfortable, hotel-like
amenities to passengers enjoying smooth, quiet cruising. With elegant dining,
lounging, and entertainment centers, the airships provide incomparable panoramic
enjoyment through large viewing windows.

         The Company intends to conclude design specifications of its prototype
airship on or around year-end, 1999. It plans to construct a hangar and airfield
in Lelystad, near Amsterdam, The Netherlands, where the first airship will be
assembled and tested to meet certification specifications of the Dutch
government. Preliminary planning schedules anticipate the prototype being aloft
toward year-end, 2001. Thereafter, plans call for construction of future
airships within the United States that will fulfill airship certification
requirements of the Federal Aviation Association. Rigid Airship intends to
construct and operate passenger cruise airships within the United States, and
expects subsequently to design and assemble cargo airships.

Item 2. PROPERTIES
         None

Item 3. LEGAL PROCEEDINGS
         None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None



PART II

Item 5. MARKET FOR COMMON SHARES

         Symbol RAIR   OTC: Bulletin Board

         As of  06/30/1999:

         28,964,316 shares outstanding of which 229,144 were free-trading. 1,901
         shareholders.

                                       2
<PAGE>
Item 6.  SELECTED FINANCIAL DATA


         Item 7. MANAGEMENTS DISCUSSION OF ANALYSIS OF FINANCIAL DATA

         On November 9, 1998, the company which was acquired in order to
establish Rigid Airship USA disposed of all of its assets and liabilities. The
company agreed to transfer all of its existing assets and business to San Pedro
Securities whereby the company paid San Pedro Securities the sum of $200,000, in
exchange for the assumption of any and all liabilities of the company.
Subsequent to the transfer date, there was a dispute over the assumed
liabilities. Totaling $465,643 in accounts payable, the liabilities continued to
be carried on the books of the company as of 12/31/98.

         Rigid Airship USA is not currently generating revenue sufficient to
fund operating costs. The company's ability to alleviate its working capital
deficit and obtain capital sufficient to fund future costs associated with
operations and expansion plans is dependent upon Rigid Airship Holdings NV's
commitment to continue funding the company's operation, the private placement of
our securities, and realization of projected sales of the company's products.
There is no assurance that such revenues will be generated or that other funding
will be available.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial Statements

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

         None.

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         DOW W. STEWART, 55, President, Treasurer, and Director, appointed
November 16, 1998. Formerly 19 years Merrill Lynch, Chief Financial and
Administrative Officer Global Institutional Sales and Trading, Global Equities
and Research Divisions, Group Manager Office of Corporate Strategy. RJ Walls &
Company, Senior Managing Partner, Treasurer and CFO. Stone & McCarthy Research
Associates, Chief Operating Officer and Treasurer. Graduate of Dartmouth
College.

         ELENORA SHUMSKI, 34, Secretary. Formerly publicly traded real estate
development firm, architectural and interior furnishings. Background in investor
relations, SEC filings, receivables, payables, purchasing, payroll, business
software, office management, inventory control, client and vendor relations.

Item 11. EXECUTIVE COMPENSATION

         Not applicable.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

         On November 9, 1998, Rigid Airship Holdings NV, a Curacao Corporation,
acquired 26,000,000 shares of common stock and 20,000,000 of preferred stock of
the company. These shares represented approximately (89.89) % of the total
outstanding stock of the Company and effectively constituted a majority
stockholding position.

Item 13. CERTAIN RELATIONSHIPS

         Not Applicable.

                                       3
<PAGE>


                             RIGID AIRSHIP USA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                  JUNE 30, 1999

================================================================================




ASSETS

CURRENT ASSETS

   Cash                                                         $      --
                                                                ---------
       Total Current Assets                                            --
                                                                ---------

OTHER ASSETS

                                                                       --
                                                                ---------


                                                                =========



LIABILITIES

CURRENT LIABILITIES

   Accounts payable - Note Item 7                               $ 465,643

       Total Current Liabilities                                       --
                                                                =========

                                       4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: 02/29/00                    By: /s/ DOW W. STEWART
      ---------------------           ------------------------------------------
                                          Dow W. Stewart, Director and President


Date: 02/29/00                    By: /s/ ELENORA SHUMSKI
      ---------------------           ------------------------------------------
                                          Elenora Shumski, Secretary