SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                   QUARTERLY REPORT UNDER SECTION 13 OF 15(d)

                     of the Securities Exchange Act of 1934

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

        For quarter ended December 31, 1997 Commission file number 0-9974
                          -----------------

                       UNITED STATES AIRCRAFT CORPORATION
                       ----------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



           DELAWARE                                          95-3518487
-------------------------------                    -----------------------------
(STATE OR OTHER JURISDICTION OF                    (I.R.S. EMPLOYER I.D. NUMBER)
INCORPORATION OR ORGANIZATION)


 3121 E. Greenway Rd., Phoenix, Arizona                                  85032
----------------------------------------                              ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                              (ZIP CODE)


               (602) 787-1351
-------------------------------------------------
(REGISTRANT'S TELEPHONE NO., INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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.

Yes    X         No 
    -------         -------


Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of December 31, 1997.

                           NUMBER OF SHARES   CLASS
                           ----------------   -----
                           7,652,504          Class A
                           4,962,801          Class B
<PAGE>
                       UNITED STATES AIRCRAFT CORPORATION

                          COMMISSION FILE NUMBER 0-9974

                                    FORM 10-Q

                                      INDEX


                                                                        Page No.
                                                                        --------

PART I - FINANCIAL INFORMATION

     Item 1.  FINANCIAL STATEMENTS
                      Consolidated Balance Sheets
                      December 31, 1997 (Unaudited)
                      and September 30, 1997                               3


                      Consolidated Statements of
                      Operations (Unaudited) for
                      the Three Months ended
                      December 31, 1997 and 1996                           4


                      Consolidated Statements of
                      Cash Flows (Unaudited) for
                      the Three Months Ended
                      December 31, 1997 and 1996                           5


                      Notes to Consolidated
                      Financial Statements                                 6


     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  of Financial Condition and Results of
                  Operations                                               7

     Item 3.  DEFAULTS UPON SENIOR SECURITIES                              9

     Item 5.  OTHER INFORMATION                                            9
PART II - OTHER INFORMATION                                               10


SIGNATURES                                                                10
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                           Consolidated Balance Sheets
                    December 31, 1997 and September 30, 1997
<TABLE>
<CAPTION>
                                                          December 31, 1997  September 30, 1997
           Assets                                            (Unaudited)
           ------                                         -----------------  ------------------
<S>                                                          <C>                <C>        
Current Assets
     Cash                                                    $    19,195        $    20,427
     Accounts receivable                                          64,514             69,311
     Notes receivable                                              7,000              8,000
     Prepaid expenses                                             19,701             21,800
                                                             -----------        -----------
           Total current assets                                  110,410            119,538
Advance to officer                                                15,552             27,769
Note receivable, net of current portion                           46,544             52,044
Land held for development                                        587,567            577,327
Property & equipment, net of
  accumulated depreciation                                        54,909             57,154
Agency acquisitions, net of amortization                          99,260            104,774
Goodwill, net                                                     86,478             87,308
Course materials                                                  15,227             15,718
Other                                                              5,902             24,527
                                                             -----------        -----------
                                                               1,021,849          1,066,159
                                                             -----------        -----------


     Liabilities & Stockholder's Equity
     ----------------------------------

Current Liabilities
     Current portion of long-term debt                            36,275             37,775
     Convertible debentures & related accrued interest            84,714             82,938
     Accounts payable                                             81,131             86,159
     Accrued expenses                                             56,664             68,263
     Unearned  tuition                                            44,310             45,290
                                                             -----------        -----------
                                                                 303,094            320,425
Long term debt, net of current portion                            17,370             19,979

Trust deed notes payable                                         601,000            601,000


Stockholders' Equity
     Capital stock
       Class A:  $.50 par value,
        10,000,000 shares authorized,
        7,652,504 issued                                       3,826,252          3,826,252
       Class B:  $.001 par value,
        5,000,000 shares authorized,
        4,962,801 issued                                           4,963              4,963
     Paid in capital                                            (751,827)          (751,827)
Retained earnings (deficit)                                   (2,979,003)        (2,954,633)
                                                                 100,385            124,755
                                                             -----------        -----------
                                                             $ 1,021,849        $ 1,066,159
                                                             -----------        -----------
</TABLE>
   The accompanying notes are an integral part of these financial statements.
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                      Consolidated Statements of Operations
              For the Three Months Ended December 31, 1997 and 1996
                                   (Unaudited)


                                                       1997            1996
                                                   ------------    ------------
Revenue
   Real estate education                           $     95,352    $     84,372
   Travel agency                                        415,278
   Other                                                  1,010
                                                   ------------    ------------
           Total revenue                                511,640          84,372
Expenses
   Cost of sales-travel agency                          371,389
   Personnel expenses                                   102,466          61,065
Facility cost                                            12,249           5,053
Other operating cost                                     16,872          15,109
General and administration                               19,897           9,896
                                                   ------------    ------------
                                                        522,873          91,123
         Income (loss) before interest
          expense, depreciation and
          amortization                                  (11,233)         (6,751)

Interest expense                                          3,503           3,547
Depreciation and amortization                             9,634           4,172
                                                   ------------    ------------
         Income (loss) from continuing operations       (24,370)        (14,470)


Income (loss) from discontinued operations                                  190
                                                   ------------    ------------

         Net income (loss)                         $    (24,370)   $    (14,280)
                                                   ------------    ------------
Net income (loss) per share                        $      (.002)   $      (.001)
                                                   ------------    ------------

Weighted number of shares
 outstanding                                         11,245,305       9,870,305
                                                   ------------    ------------

        The accompanying notes are an integral part of these statements.
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
              For the Three Months Ended December 31, 1997 and 1996
                                   (Unaudited)


                                                             1997        1996
                                                           --------    --------


Cash Flows From Operating Activities
    Net income (loss)                                       (24,370)    (14,280)

    Adjustments to reconcile net to cash
     used by operating activities
       Depreciation                                           2,662       2,481
       Amortization                                           6,972       2,089

       Net increase (decrease) in current liabilities
        and (increase) decrease in accounts receivable
        prepaid expense and other assets                     14,277       9,218
                                                           --------    --------

    Net cash provided by (used by)
      operating activities                                     (459)       (492)

Cash flows from investing activities
    Reduction in advance to officer                          12,217
    Addition to land                                        (10,240)
    Disposition (acquisition) of equipment                     (417)     (3,704)
                                                           --------    --------
    Net cash provided by (used by)
      investing activities                                    1,560      (3,704)
                                                           --------    --------

Cash flows from financing activities
    Decrease in long-term debt                               (2,333)     (2,381)
                                                           --------    --------

    Net cash provided by (used by)
    financing activities                                     (2,333)     (2,381)
                                                           --------    --------


Net increase (decrease) in cash                              (1,232)     (6,577)
Cash, Beginning of Period                                    20,427      10,137
                                                           --------    --------
Cash, End of Period                                        $ 19,195    $  3,560
                                                           --------    --------

        The accompanying notes are an integral part of these statements.
<PAGE>
                       UNITED STATES AIRCRAFT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

              DECEMBER 31, 1997 (UNAUDITED) AND SEPTEMBER 30, 1997


NOTE 1 - Basis of Presentation
         ---------------------

The accompanying  unaudited condensed financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.  In the opinion of management,  all adjustments considered necessary
for a fair presentation have been included.

For further information, refer to the audited financial statements and footnotes
thereto  included in the  Company's  Form 10-K for the year ended  September 30,
1997.

NOTE 2 - Summary of Significant Accounting Policies
         ------------------------------------------
          Basis of Consolidation
          ----------------------

The  consolidated  financial  statements  include the accounts of United  States
Aircraft  Corporation  and its  subsidiaries  (hereinafter  referred  to as "the
Company"). All intercompany transactions have been eliminated in consolidation.

For further information concerning significant accounting policies, refer to the
audited  financial  statements and footnotes  thereto in the Company's Form 10-K
for the year ended September 30, 1997.
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         -----------------------------------------------------------------------
         of Operations
         -------------

         Results of Operations
         ---------------------

Comparison 1997 to 1996

         The  loss  before  interest,   depreciation  and  amortization  expense
increased by $4,482. The increased loss consists of the following:

         Increase in Real Estate Education 1997
                operating income      over 1996               $  11,183.

         Operating loss from 
                travel agency operation 
                during the three months ended 
                December 31, 1997 with no
                comparable amount for 1996                    $  (6,674).

         Increase in general
                corporate overhead                            $ (10,001).

         Increase in other revenue                            $   1,010.

The operating income from the adult education division improved by $11,183.  The
improvement  was due to an $10,980  increase in revenues plus a $203 decrease in
operating costs.  The revenue  increase is the result of additional  enrollments
including  those  at the new  East  campus,  and  due to a  $3,272  increase  in
advertising  revenue  related  to the  publication  of  the  Renewal  News.  The
operating  cost decrease  consists of an $6,994  decrease in personnel  expense,
$5,419 increase in facility costs and $1,372 increase in other operating costs.

The travel  services  operation was started on July 1, 1997 with the purchase of
an existing  travel  agency and the  operating  results are included  during the
three months ended  December 31, 1997 with no  comparable  amounts for the three
months ended December 31, 1996 as follows:
                                                            Amount
                                                            ------

           Sales                                          $ 415,278

           Cost of sales                                  $ 371,389
                                                          ---------

           Gross profit                                      43,889

           Operating Costs
           Personnel expense                  $  48,396

           Facility cost                          1,776

           Other operating costs                    391
                                              ---------
                Total operating costs                        50,563
                                                          ---------

           Income (loss) before interest
              depreciation and amortization               $  (6,674)
                                                          ---------

Effective  January 1, 1998,  management  reduced its full time  travel  staff to
bring personnel expenses in line with the revenue production.
<PAGE>
General  corporate  overhead  increased by $10,000  primarily  due to management
compensation increases. Other revenue consisting primarily of interest on travel
agency deposits increased by $1,010.  Depreciation and amortization increased by
$5,462 primarily due to equipment and business acquisitions.  Interest decreased
by $44.

On September 30, 1997 the company sold its  wholly-owned  subsidiary  Hansen and
Associates,  Inc. dba Property Masters after determining to discontinue its real
estate  brokerage  and  property  management  line of  business.  The  financial
statements  have been restated to reflect the  operations of the subsidiary as a
discontinued  operation  reflecting  a 1996  operating  profit  of $190  with no
comparable amount for 1997.

Financial Condition, Liquidity and Capital Resources
----------------------------------------------------

         The working capital deficit decreased $8,203 from September 30, 1997 to
$192,684.  Current  assets  decreased  by  $9,128  from  September  30,  1997 to
$110,410.  The decrease consists of a $1,232 increase in cash, a $4,797 decrease
in accounts  receivable,  an $1,000 decrease in Notes receivable  related to the
sale of Hansen & Associates  Inc. dba Property  Masters and a $2,099 decrease in
prepaid expenses primarily related to the travel agency operations.

         Current  liabilities  decreased  $17,331  from  September  30,  1997 to
$303,094.  The decrease  consists of a $1,500 decrease in the current portion of
long-term  debt,  a $1,776  increase  related  to the  accrued  interest  on the
debentures,  a $5,028  decrease  in accounts  payable and a $11,599  decrease in
accrued expenses. Unearned tuition decreased by $980.

Advances  to  officer  made  pursuant  to  the  officer's  compensation  program
decreased by $12,217.  The long term note  receivable of $46,544  relates to the
sale of Hansen and Associates  Inc. and decreased by $5,500 due to  collections.
Property and equipment decreased by $2,245 as a result of equipment acquisitions
of $417 offset by  depreciation  of $2,662.  Goodwill  decreased  by $830 due to
amortization.  Course  materials  decreased by $491 due to  amortization.  Other
assets decreased by $18,625.

         In February 1997, the Company  acquired 35.66 acres of undeveloped land
in Glenn County,  California which is recorded for financial  reporting purposes
at $587,567.  The land has been pledged as collateral for three trust deed notes
payable  totaling  $601,000.  The Company is planning  the  formation  of a Real
Estate Investment Trust (REIT) or other alternative to whom the undeveloped land
would be sold or  contributed.  Interest  payments on the second and third trust
deed notes payable are  delinquent  and the holder of the second trust deed Note
payable  filed a notice  of  default  on March  30,  1998.  If the REIT or other
alternative is not formed with the resulting sale or  contribution  of the land,
the Company will be required to take other steps to sell the land which could be
at a sales price that would be less than the trust deed notes payable.

The July and August 1997  purchase  price of the travel  agencies  exceeded  the
indentifiable  tangible assets of the agencies by $110,288 and relates primarily
to the value of the income production of the approximately 175 Home Based Travel
Agents who place their travel sales  through  FirsTravel . The original cost has
been  reduced by  amortization  of $11,028  with  $5,514 of  amortization  being
recorded in the three months ended December 31, 1997.

Long-term debt decreased by $2,609 due to payments.  The convertible  debentures
of  $56,450  plus  the  related  accrued  interest  are  classified  as  current
liabilities  as they were due on December 31, 1996.  Currently,  the  debentures
remain  unpaid and the Company  believes  that they will  eventually  be retired
through conversion to the Company's Class A common stock,  although no assurance
that such a conversion will be elected by the debenture holders.
<PAGE>
The  Company's  management  has  continued  its  program to expand the  services
operations  through  further  expansion  of its  existing  operations  plus  the
acquisition of other service  organizations.  Working capital continues to limit
the  expansion  of the Company  although the Company in February  1997  acquired
35.66 acres of  undeveloped  land for 250,000 Class A shares of its common stock
plus approximately  $500,000 of trust deed notes payable. The Company intends to
plan the  development  of the parcel and has used the land as  collateral  for a
$100,000  loan  to  provide  an  interim   resolution  to  the  working  capital
deficiency.  Further,  in  March  1998 the  Company  obtained  a one  year  bank
revolving line of credit in the amount of $30,000.  Additionally, the Company is
aggressively investigating  acquisitions of adult education,  travel services or
other  operations that are compatible with the existing  operations and that can
be acquired for the Company's common stock or with debt that is retired from the
cash flow from the acquired operation.  Further, the Company plans to complete a
private placement aggregating approximately $150,000 to provide working capital,
fund the  acquisitions  and retire a portion of the long-term debt. No assurance
can be given the acquisitions will be completed or the private placement will be
successful.

In May  1998,  The  Company  signed a letter of  intent  to  acquire  all of the
outstanding shares of Neo Vision, Inc. For additional information,  reference is
made to Item 5 Other Information of this report.

Item 3.  Defaults Upon Senior Securities
         -------------------------------

The  Company  currently  is in  default on the  payment  of various  convertible
debentures in the outstanding  principal amount of $56,450.  The Company also is
in default on various  trust deed notes  payable  with respect to 35.66 acres of
undeveloped land it owns in Glenn County,  California (the "California Land") in
the amount of $435,000,  and the holder of the  $100,000  second trust deed note
payable has filed a notice of default with respect to the  non-.payments  on the
related note.  The Company is pursuing  various  alternatives  for realizing the
value of the California land, including the possibility of forming a Real Estate
Investment  Trust  (REIT)  to  whom  the  undeveloped  land  would  be  sold  or
contributed. If the Company is unable to pay the balance due on the second trust
deed  note  payable,  then  the  Company  may  lose  the  California  Land  in a
foreclosure  sale and would be liable for any  deficiency  in the payment on the
notes securing the land, which could be substantial.  The Company currently does
not have the ability to pay any of its  defaulted  debts and no assurance can be
given that the Company will have sufficient capital to pay such debts.

Item 5.  Other Information
         -----------------

On May 28,  1998,  the Company  signed a letter of intent to acquire Neo Vision,
Inc. in tax-free  exchange of 2,000,000 of the  Company's  Class A common shares
for all of the  outstanding  shares of Neo  Vision,  Inc.  The  letter of intent
provides for a closing on June 30, 1998 but is subject to several  contingencies
and the due diligence review of both parties. Neo Vision, Inc. (Neo), an Arizona
corporation,  has been in the  development  stage since its  inception  in June,
1997.  Neo has developed  the  technology  to provide  out-of-home,  high impact
advertising,  programming and information to remote audiences using state of the
art, computer, video and signal transmission technology. Neo expects to conclude
the  development  phase of its  operation  in mid June  1998  with the  start of
operations  of the three video  screens  that have been  installed in Las Vegas,
Nevada.  The letter of intent further provides for the issuance of common shares
of United States Aircraft Corporation contingent upon Neo meeting certain future
conditions  that prove the viability of the  technology  and the goodwill of the
Neo Vision,  Inc.  product.  If all of the contingent  shares are issued the Neo
shareholders  would own  approximately  80% of the outstanding  shares of United
States Aircraft Corporation.  The letter of intent also provides for an increase
in the Board of Directors at closing to nine individuals with one of the current
outside directors resigning and the election of five new members to the board of
directors two of whom will be outside directors  nominated by Neo.  Additionally
the letter of intent  calls for the filing of a proxy  statement  shortly  after
closing for a  shareholders'  meeting where the following  will be presented for
shareholder approval:

         o        Authorization  of new  common  shares and an  exchange  of the
                  currently  authorized  Class A and B shares for the new common
                  share.
<PAGE>
         o        Authorization  of preferred  stock with the Board of Directors
                  being authorized to establish preferences for separate classes
                  of the preferred stock.

         o        Approval  of a  name  change  to Neo V.  Systems,  Inc.  and a
                  restatement of and revision to the articles of incorporation.

         o        Adoption  of a stock  option  plan along with  approval of the
                  initial grants.

At this time no assurance can be given that the acquisition of Neo Vision,  Inc.
will be completed

PART II.   Other Information
           -----------------

Item 6.      Exhibits and Reports on Form 8-K
             --------------------------------

                  a.       10.5 - Letter of intent with Neo Vision,  Inc.  dated
                           May 27, 1998
                  b.       27 - Financial Data Schedule






                                   SIGNATURES
                                   ----------

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




                              UNITED STATES AIRCRAFT CORPORATION




Date: June 19, 1998           /s/ Harry V. Eastlick
     -----------------        --------------------------------------------------
                              Harry V. Eastlick, President and Chief
                              Executive Officer





Date: June 19, 1998           /s/ Harry V. Eastlick
     -----------------        --------------------------------------------------
                              Harry V. Eastlick, Acting Chief Financial Officer