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, 2000

                        DATE OF REPORT: July 31, 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
                                  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, 2000 was 28,968,316.
<PAGE>

                             RIGID AIRSHIP USA, INC.
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                                 June 30, 2000
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ASSETS                                                                $       --
                                                                      ----------
CURRENT ASSETS

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

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

                                                                      $       --
                                                                      ==========



LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

   Account Payable                                                    $   29,109

     Total Current Liabilities                                        $   29,109
                                                                      ==========

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<PAGE>

PART I

Item 1.  BUSINESS

         Rigid Airship USA intends to construct and have certified classic rigid
airships, initially 180 meters in length. The Company will then commence its
business of manufacturing, operating, and marketing Rigid Airships. Designed to
operate in altitudes below 12,000 feet, which are nearly free of commercial air
traffic, the first Rigid Airships will convey 100-200 passengers. Cruising at
approximately 75 miles per hour, the Rigid Airship will employ six engines to
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 1919, 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.

         Plans call for construction of airships within the United States that
will fulfill airship certification requirements of the Federal Aviation
Association. Rigid Airship USA intends to construct and operate passenger cruise
airships within the United States, and subject to market demand, may
subsequently design and assemble airships for other applications.

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 06/30/2000:

         28,968,316 shares outstanding of which 366,319 were free-trading. 1901
         shareholders.

Item 6.  SELECTED FINANCIAL DATA

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<PAGE>

Item 7.  MANAGEMENTS DISCUSSION OF ANALYSIS OF FINANCIAL DATA

         The Company had no revenue or expenses during the second quarter of
2000. There exist on the balance sheet $29,109 in accounts payable due a
shareholder who has loaned the Company funds for SEC filing, office supplies,
telephone, and professional expenses incurred during 1999.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         Financial Statements

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

         The company entered into an agreement whereby Sanville and Company of
Abington, Pennsylvania became principal accountant for the Company. After moving
its headquarters to New Jersey, the company elected to select a certifying
accountant closer to the company than the former accountant, who is based in
Utah.

         There had been no disagreements with the previous accountant during the
previous two final years on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

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. The common shares acquired represent approximately 89.9 % of the
currently outstanding common stock of the Company, and effectively constitute a
majority stockholding position.


Item 13. CERTAIN RELATIONSHIPS

         Not Applicable.


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<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:  July 31, 2000                By:     /s/ DOW W. STEWART
                                            ------------------------------------
                                            Dow W. Stewart, Director and
                                            President

Date:  July 31, 2000                By:     /s/ ELENORA SHUMSKI
                                            ------------------------------------
                                            Elenora Shumski, Secretary

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