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
                               September 30, 1999

                        DATE OF REPORT: November 2, 1999

                            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
                                  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 September 30, 1999 was 28,951,983.

                                       1
<PAGE>

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




ASSETS                                                                $       --
                                                                      ----------
CURRENT ASSETS

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

OTHER ASSETS
                                                                              --
                                                                      ----------

                                                                      $
                                                                      ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES


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

                                       2
<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 150-250  passengers.  Cruising at  approximately  75
miles per hour,  the Rigid  Airship  employs  six  engines  which  power  large,
slowly-turning  propellers,  producing  only 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 exceeding 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
around  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

         On September 19, 1999, Director and majority  shareholders approved the
change from the original  guarantor who was to assume all  liabilities  existing
when the Company assumed control from SynFuel technology in November,  1998. The
failure  of  the  previous  guarantor  to  complete  the  contract  resulted  in
rescinding 1.8 million restricted shares. The 1.8 million restricted shares were
then issued to Altas Free  Enterprise  Corp., in  consideration  for which Atlas
assumed  Rigid's  $465,643 in accounts  payable  liabilities  which  appeared on
Rigid's  year-end 1998 balance sheet.  The exchange of aged accounts payable for
shares resulted in Rigid having no liabilities on its September 30, 1999 balance
sheet.

                                       3
<PAGE>
PART II

Item 5.  MARKET FOR COMMON SHARES

         Symbol RAIR   OTC: Bulletin Board

         As of 09/30/1999:

         28,951,983 shares outstanding of which 169,652 were free-trading. 1,911
         shareholders.

Item 6.  SELECTED FINANCIAL DATA

Item 7.  MANAGEMENTS DISCUSSION OF ANALYSIS OF FINANCIAL DATA

         On  November  9, 1998,  the  company  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.  In
September,  1999,  the company issued shares to Atlas Free  Enterprise  Corp. in
exchange for Atlas's assumption of all previously existing liabilities (see Part
I, Item 4.)

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,  54,  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.

         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 common  shares  represented  approximately  (89.89) % of the
total  outstanding  common stock of the Company and  effectively  constituted  a
majority stockholding position.

                                       4
<PAGE>

Item 13. CERTAIN RELATIONSHIPS

         Not Applicable.


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: November 12, 1999             By:     /s/ DOW W. STEWART
                                            ------------------------------------
                                            Dow W. Stewart, Director and
                                            President

Date: November 12, 1999             By:     /s/ ELENORA SHUMSKI
                                            ------------------------------------
                                            Elenora Shumski, Secretary

                                       5