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 June 30, 1999, 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)

3625 N. 16th Street, Suite 112, Phoenix, Arizona               85016
------------------------------------------------             ----------
   (Address of Principal Executive Offices)                  (Zip Code)

                                 (602) 263-8887
                -------------------------------------------------
                (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 June 30, 1999.

                 NUMBER OF SHARES                 CLASS
                 ----------------                 -----
                    9,927,504                    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
          June 30, 1999 (Unaudited)
          and September 30, 1998                                            3

          Consolidated Statements of
          Operations (Unaudited) for
          the Three and Nine Months ended
          June 30, 1999 and 1998                                            4

          Consolidated Statements of
          Cash Flows (Unaudited) for
          the Three and Nine Months Ended
          June 30, 1999 and 1998                                            5

          Notes to Consolidated
          Financial Statements                                              6

     Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS                 10

PART II - OTHER INFORMATION                                                18

     Item 3. DEFAULTS UPON SENIOR SECURITIES                               18

     Item 5. OTHER INFORMATION                                             18

     Item 6. EXHIBITS AND REPORTS ON FORM 8-K                              19

SIGNATURE                                                                  19

                                        2
<PAGE>
               UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1999 AND SEPTEMBER 30, 1998

                                                      June 30,     September 30,
                                                        1999           1998
                                                     -----------    -----------
ASSETS                                               (Unaudited)

Current Assets
  Cash                                               $    38,570    $     8,070
  Accounts receivable                                    136,662         75,902
  Notes receivable                                         1,500          1,500
  Prepaid expenses                                        27,553          7,844
                                                     -----------    -----------
      Total current assets                               204,285         93,316

Note receivable, net of current portion                   25,000         25,000
Investment, Neo Vision, Inc.                                            103,338
Property & equipment, net of
  accumulated depreciation                             1,737,840         47,613
Agency acquisitions, net of amortization                  68,011         84,555
Goodwill, net                                             98,844        103,339
Course materials                                          12,279         13,754
Other                                                     52,114         13,874
                                                     -----------    -----------
      Total Assets                                     2,198,373        484,789
                                                     -----------    -----------

LIABILITIES & STOCKHOLDER'S EQUITY

Current Liabilities
  Current portion of long-term debt                       22,000         26,000
  Notes payable                                           60,170         30,000
  Convertible debentures & related accrued interest      979,523         90,041
  Accounts payable                                       444,335         90,734
  Accrued expenses                                       376,576        214,062
  Unearned  tuition                                       85,436         62,900
                                                     -----------    -----------
      Total current liabilities                        1,968,040        513,737

Long term debt, net of current portion                    27,073          5,360
Minority Interest                                        131,356
                                                     -----------    -----------
      Total liabilities                                2,126,469        519,097
                                                     -----------    -----------
STOCKHOLDERS' EQUITY

Capital stock
  Class A: $.50 par value,
    10,000,000 shares authorized,
    9,927,504 issued                                   4,963,752      4,963,752
  Class B: $.001 par value,
    5,000,000 shares authorized,
    4,962,801 issued                                       4,963          4,963
Paid in capital                                       (1,736,828)    (1,838,862)
Retained earnings (deficit)                           (3,159,983)    (3,164,161)
                                                     -----------    -----------
                                                          71,904        (34,308)
                                                     -----------    -----------
      Total Liabilities and Stockholders' Equity     $ 2,198,373    $   484,789
                                                     -----------    -----------

   The accompanying notes are an integral part of these financial statements.

                                        3
<PAGE>
               UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                        Three Months Ended              Nine Months Ended
                                             June 30                         June 30
                                   ----------------------------    ---------------------------
                                       1999            1998            1999           1998
                                   ------------    ------------    ------------   ------------
<S>                                <C>             <C>             <C>            <C>
REVENUE
  Real Estate education            $    161,868    $    125,268    $    419,709   $    343,377
  Travel agency                         526,889         358,153       1,159,343      1,054,770
  Other                                      --              --         180,000          1,010
                                   ------------    ------------    ------------   ------------
Total revenue                           688,757         483,421       1,759,052      1,399,157
                                   ------------    ------------    ------------   ------------
EXPENSES
  Costs of sales - travel agency        507,403         323,450       1,060,590        949,960
  Personnel expenses                    116,385          78,864         298,863        266,110
  Facility cost                          32,453          14,472          67,210         48,122
  Other operating cost                   35,119          38,540         102,800         90,436
  General and administration             56,985          29,396         150,720         72,939
  Depreciation and amortization          18,624           9,913          40,605         29,182
                                   ------------    ------------    ------------   ------------
                                        766,969         494,635       1,720,788      1,456,749
                                   ------------    ------------    ------------   ------------
      Income (Loss) before
        interest expense                (78,212)        (11,214)         38,264        (57,592)

Interest expense                         26,724           7,042          33,597         13,433
                                   ------------    ------------    ------------   ------------
Net Income (loss)                  $   (104,936)   $    (18,256)   $      4,667   $    (71,025)
                                   ------------    ------------    ------------   ------------
Net income (loss) per share        $      (.007)   $      (.002)   $       .000   $      (.006)
                                   ------------    ------------    ------------   ------------
Weighted number of shares
  outstanding                        14,890,305      12,890,305      14,890,305     12,781,971
                                   ------------    ------------    ------------   ------------
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        4
<PAGE>
               UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                         Three Months Ended         Six Months Ended
                                                              June 30,                 June 30,
                                                       ----------------------    ----------------------
                                                         1999         1998         1999         1998
                                                       ---------    ---------    ---------    ---------
<S>                                                    <C>          <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income (loss)                                    $(104,936)   $ (18,256)   $   4,667    $ (71,025)
  Adjustments to reconcile net to cash
  used by operating activities
    Depreciation                                          11,120        2,662       18,093        7,986
    Amortization                                           7,503        7,251       22,512       21,196

  Net increase (decrease) in current liabilities
  and (increase) decrease in accounts receivable
  prepaid expense and other assets                       117,219       29,048       (9,691)      63,469
                                                       ---------    ---------    ---------    ---------
  Net cash provided by (used by)
  operating activities                                    30,906       20,705       35,581       21,626
                                                       ---------    ---------    ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES

  Cash provided from acquisition of Neo Vision, Inc.                                   439
  Reduction in advance to officer                                       4,026                    27,769
  Addition to land held for development                               (11,384)                   36,290
    Disposition (acquisition) of equipment                (2,157)          --      (23,233)      (1,183)
                                                       ---------    ---------    ---------    ---------
  Net cash provided by (used by)
  investing activities                                    (2,157)      (7,358)     (22,794)      (9,704)
                                                       ---------    ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES

  Increase (Decrease) in long-term debt                    3,850       (3,903)      17,713      (15,884)
                                                       ---------    ---------    ---------    ---------
  Net cash provided by (used by)
  financing activities                                     3,850       (3,903)      17,713      (15,884)
                                                       ---------    ---------    ---------    ---------
Net increase (decrease) in cash                           32,599        9,444       30,500       (3,962)
Cash Beginning of Period                                   5,971        7,021        8,070       20,427
                                                       ---------    ---------    ---------    ---------
Cash End of Period                                     $  38,570    $  16,465    $  38,570    $  16,465
                                                       =========    =========    =========    =========
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        5
<PAGE>
                       UNITED STATES AIRCRAFT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                JUNE 30, 1999 (UNAUDITED) AND SEPTEMBER 30, 1998


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, 1998.

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, 1998.

NOTE 3 - NEO VISION, INC. ACQUISITION

     At June 30, 1998, the Company acquired all of the outstanding shares of Neo
Vision,  Inc.  whose  principal  business  purpose  is to  provide  advertising,
programming  and  information  to remote  audiences  using  computer,  video and
transmission technology throughout the United States. The acquisition was closed
with the exchange of 2,000,000  shares of the Company's Class A common stock for
all of the  outstanding  shares  of Neo  Vision,  Inc.  The  Exchange  Agreement
required  that an amendment and  restatement  of the  Company's  Certificate  of
Incorporation   be   approved   by  the   stockholders   authorizing   (i)   the
reclassification  of the Company's Class A Common Stock and Class B Common Stock
in a single new class of Common  Stock  ("New  Common  Stock,")  pursuant to the
following  ratios:  shares of Class A Common  Stock  will be  reclassified  into
shares of New  Common  Stock on the  basis of 10 shares of Class A Common  Stock
into one share of New  Common  Stock and 13 shares of Class B Common  Stock into
one share of New Common Stock; (ii) the issuance of up to 100,000,000  shares of
New Common  Stock:  (iii) the issuance of up to  75,000,000  shares of preferred
stock:  (iv) the change of the name of the Company from United  States  Aircraft

                                       6
<PAGE>
NOTE 3 - ACQUISITION - NEO VISION, INC. (CONTINUED)

Corporation to Neo Vision Corporation and (v) make certain technical  amendments
to the Company's  Certificate of Incorporation.  The Exchange Agreement provides
that if the amendment and restatement of the Certificate of Incorporation is not
approved by a majority of each of the Class A and Class B stockholders, then the
Neo Vision  stockholders can each elect to rescind their exchange of shares with
the Company.

     Prior to March 31, 1999, the financial  statements of Neo Vision, Inc. were
not  consolidated  with  the  Company,  until  approval  of  the  amendment  and
restatement of the Certificate of Incorporation is fully assured and, therefore,
the investment was being accounted for pursuant to the cost method. At September
30, 1998, the investment in Neo Vision, Inc., representing the initial 2,000,000
Class A Common  Stock  shares  issued for all of the  outstanding  shares of Neo
Vision,  Inc.,  has been recorded for financial  reporting  purposes at $22,965,
which  represents  the  portion  of the total  investment  in Neo  Vision,  Inc.
represented by the initial issuance of the Company's Class A shares.

     Upon  approval of the  amendment  and  restatement  of the  Certificate  of
Incorporation, an additional 4,577,560 shares of the new Common Stock were to be
issued to the former stockholders of Neo Vision, Inc.

     At June 30, 1998,  the Company's  Board of Directors  believed the superior
potential  growth of Neo Vision,  Inc.,  compared to the Company's  then current
lines of  business,  justified  an exchange  ratio  where the Neo  Vision,  Inc.
shareholders  would have an  approximate  80%  ownership in the Company when the
exchange was completed.  Because the Company did not have sufficient  authorized
shares,  the  Exchange  Agreement  provided  for  the  issuance  of the  initial
2,000,000  shares of Class A Common  Stock at closing,  and the  issuance of the
additional shares to bring their Neo Vision shareholders'  interest to 80% after
authorization  of  additional  shares  at a  special  meeting  of the  Company's
shareholders.  A preliminary proxy for the special stockholders meeting that was
originally  scheduled for September 24, 1998,  was filed with the Securities and
Exchange Commission (SEC), and contained a recommendation to the stockholders by
the Company Board of Directors to vote for the amendments to the  Certificate of
Incorporation that would allow the issuance of the additional shares.

     The  Company  filed  amendments  to the  proxy  statement  with  the SEC on
February 16, 1999 and subsequent to that filing, the Company's management became
concerned as to whether the reasons for recommending the original exchange ratio
continued to be justified.  On March 8, 1999, a special  meeting of the Board of
Directors of the Company was held to review the current  status of the proxy for
the special  stockholders  meeting and to make a current  evaluation  of the Neo
Vision,  Inc.  acquisition.  The Board meeting was adjourned to allow management
and the Board to further evaluate the transaction.

     As a result of the  further  evaluation,  the  Company  Board of  Directors
determined that a current evaluation of the original factors does not justify an
80%  ownership  of the  Company  by the former Neo  Vision,  Inc.  shareholders.
Accordingly,  the Company Board of Directors concluded that they could no longer
recommend a vote to amend and restate the Company's Certificate of Incorporation
that  would  authorize  the New  Common  Stock to allow  the  completion  of the
exchange based on the the proposed exchange ratio. Because of announced negative

                                        7
<PAGE>
NOTE 3 - ACQUISITION - NEO VISION, INC. (CONTINUED)

votes by members of the Company's Board of Directors, it was determined that the
proposal to restate and amend the Company's  Certificate of Incorporation  would
be defeated.

     Because of the non-approval of the New Common Stock, each of the six former
Neo  Vision,  Inc.  shareholders  had a right to elect to rescind  the  Exchange
Agreement.  An election  notice and form was  provided to the former Neo Vision,
Inc.  shareholders  on March 18,  1999 with the  election  to be made by them no
later than March 31, 1999.  All six of the former Neo Vision  shareholders  have
elected not to rescind.  Accordingly,  the Company will  continue to own 100% of
the outstanding  shares of Neo Vision,  Inc. and in accordance with the terms of
the  Exchange  Agreement,  the Company  will issue no  additional  shares to the
former Neo Vision, Inc. shareholders.

     Accordingly,  on March 31, 1999, the acquisition of Neo Vision, Inc. became
fully assured and Neo Vision, Inc. is included in the consolidated balance sheet
with the acquisition  being accounted for by the purchase method.  The 2,000,000
shares of Class A common  stock  that was  originally  recorded  for  accounting
purposes  at $22,965  has been  re-measured  and  adjusted  to  $125,000,  which
represents  the fair  value at March 31,  1999 of the  2,000,000  Class A shares
issued for the Neo Vision, Inc. acquisition. The $125,000 purchase price exceeds
the book value of the net assets of Neo Vision,  Inc. at the March 31, 1999 date
of acquisition  by $1,260,466  which has been allocated to the cost of the video
wall systems software and technology.

     The video wall systems software and technology is being  depreciated over a
fifteen year period using the straight  line method.  Operations  of Neo Vision,
Inc. has been included in the  consolidated  statement of operations  from March
31, 1999, the date of acquisition.

     Supplemental  cash flow  information  related to the assets and liabilities
consolidated as a result of the acquisition of Neo Vision, Inc., is as follows:

Assets
    Accounts receivable                                               $   35,652
    Prepaid expenses                                                       3,097
    Property and equipment                                             1,685,087
    Other                                                                 18,786
                                                                      ----------
        Total                                                         $1,742,622
                                                                      ==========
Liabilities
    Notes payable                                                         20,170
    Accounts payable                                                     233,818
    Accrued expenses                                                      26,640
    Deferred income                                                       14,638
    Convertible debentures & interest                                    880,734
    Due to USAC                                                          310,705
    Minority interest                                                    131,356
                                                                      ----------
        Total                                                         $1,618,061
                                                                      ==========

                                        8
<PAGE>

NOTE 3 - ACQUISITION - NEO VISION, INC. (CONTINUED).

Class A common shares of the
    Company issued for
    acquisition                                                       $  125,000
                                                                      ----------
Cash provided from
    acquisition                                                       $      439
                                                                      ----------

     The following unaudited pro forma consolidated  statements of operations of
Unites States Aircraft  Corporation for the nine months ended June 30, 1999 sets
forth the  consolidation of United States Aircraft  Corporation with Neo Vision,
Inc. under the purchase method of accounting as if the acquisition was completed
on October 1, 1998.

                  UNAUDITED PRO FORMA STATEMENTS OF OPERATIONS
                     FOR THE NINE MONTHS ENDED JUNE 30, 1999

<TABLE>
<CAPTION>
                                          United States
                                          Aircraft Corp.                        Pro Forma     Neo Vision
                                         and Subsidiaries   Neo Vision, Inc.   Adjustments    Corporation
                                           -----------        -----------      -----------    -----------
<S>                                        <C>                <C>              <C>            <C>
Revenue
   Real estate education                   $   419,709                                        $   419,709
   Travel Agency                             1,159,343                                          1,159,343
   Video Wall advertising                                     $   209,008                         209,008
   Other                                       195,000                         (195,000)(1)            --
                                           -----------        -----------                     -----------
Total revenue                              $ 1,774,052            209,008                     $ 1,788,060
                                           -----------        -----------                     -----------
Expenses
   Cost of sales                           $ 1,043,800        $    97,824                     $ 1,141,624
   Personnel expenses                          289,913             76,386                         366,299
   Facility cost                                64,670             10,658                          75,328
   Other operating cost                         99,697            260,399                         360,096
   General and administration                  150,720            195,000      (195,000)(1)       150,720
   Depreciation and amortization                33,414             34,428        63,023 (2)       130,865
                                           -----------        -----------                     -----------
Total expenses                             $ 1,682,214        $   674,695                     $ 2,224,932
                                           -----------        -----------                     -----------
Income (loss) before interest Expense           91,838           (465,687)                       (436,872)
Interest expense                                11,219             76,615                          87,834
                                           -----------        -----------                     -----------
Net income (loss)                          $    80,619        $  (542,302)                    $  (524,706)
                                           ===========        ===========                     ===========
Pro forma net income (loss) per share (3)                                                     $      (.04)
</TABLE>

----------
(1)  To eliminate intercompany management fees.
(2)  Pro forma depreciation of the video wall systems software and technology on
     the straight line method over an estimated useful life of 15 years.
(3)  Based on weighted average shares of 14,890,305.

                                        9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

     RESULTS OF OPERATIONS

     COMPARISON NINE MONTHS ENDED JUNE 1999 TO 1998

     The total revenue of $1,759,052  for the nine months ended June 30, 1999 is
made up of $419,709 or 24% from the real estate education segment and $1,159,343
or 66%  from the  travel  agency  segment  with the  remaining  $180,000  or 10%
consisting  of the  management  fee charged to Neo Vision,  Inc.  Total  revenue
increased  by $359,895 in 1999  compared to a $1,088,553  increase in 1998.  The
1999 revenue increase  consists of an increase in real estate education  revenue
of $76,332,  a increase in travel  agency  sales of $104,573  and an increase in
management fees and other revenues of $178,990.

     The net loss improved by $75,692 and consists of the following:

Increase in Real Estate Education 1999
  operating income over 1998                                          $  30,386

Decrease in Travel Agency 1999
  operating loss over 1998                                            $   5,333

Loss from Neo Vision, Inc. from
  March 31, 1999 (date of acquisition)
  Through June 30, 1999                                               $ (38,544)

Increase in consulting and other income                               $ 178,990

Increase in general corporate overhead                                $ (80,305)

Increase in interest expense                                          $ (20,164)

     The increase in real estate  education  1999 results over 1998  consists of
the following:

                                                                       Increase
                                             1999          1998       (Decrease)
                                           --------      --------      --------
Revenue                                    $419,709      $343,377      $ 76,332
                                           --------      --------      --------
Costs and expenses
  Personnel expense                         206,946       180,573        26,373
  Facility cost                              49,362        44,240         5,122
  Other operating cost                       70,621        57,887        12,734
  Depreciation and amortization              11,176         9,459         1,717
                                           --------      --------      --------
         Total                             $338,105      $292,159      $ 45,946
                                           --------      --------      --------
Operating income                           $ 81,604      $ 51,218      $ 30,386
                                           ========      ========      ========

                                       10
<PAGE>
     The adult education  division results improved by $30,386.  The improvement
was due to a $76,332  increase  in  revenues  offset by a  $45,946  increase  in
operating costs.  The revenue  increase is the result of additional  enrollments
including those at the new East campus.  The operating cost increase consists of
a  $26,373  increase  in  personnel  expense,   including  additional  marketing
personnel,  a $5,122  increase in facility  costs,  a $12,734  increase in other
operating costs, and a $1,717 increase in depreciation and amortization.

     The $5,333  decrease in the travel agency 1999  operating  loss consists of
the following:

                                                                      Increase
                                         1999           1998         (Decrease)
                                      -----------    -----------    -----------
Sales                                 $ 1,159,343    $ 1,054,770    $   104,573

Cost of sales                           1,043,800        949,960         93,840
                                      -----------    -----------    -----------
  Gross profit                        $   115,543    $   104,810    $    10,733

Operating costs
  Personnel expense                        82,966         85,537         (2,571)
  Facility cost                            15,337          3,882         11,455
  Other operating costs                    29,076         32,549         (3,473)
  Depreciation and amortization            19,385         19,396            (11)
                                      -----------    -----------    -----------
     Total                            $   146,764    $   141,364    $     5,400
                                      -----------    -----------    -----------
Operating loss                        $   (31,221)   $   (36,554)   $     5,333
                                      ===========    ===========    ===========

     Sales for the travel  agency  operation  increased  by $104,573  during the
nine-month  period ending June 30, 1999, as compared to the agencies'  sales for
the nine months ended June 30, 1998.  Gross profit  during the nine months ended
June 30, 1999  increased  by $10,733 over the  comparable  period ended June 30,
1998. The gross profit  percentage for both periods  remained at 10%.  Operating
costs for the nine months ended June 30, 1999 were $146,764 compared to $141,364
for the comparable  period ended June 30, 1998. The $5,400 decrease in operating
costs results from the  reduction of travel agents to a staff level  appropriate
for the sales  volume of the  travel  agency  segment  offset  by  increases  in
facility costs due to the opening of an additional retail branch.

                                       11
<PAGE>
     Neo Vision,  Inc. had an operating loss of $450,687  during the nine months
ended June 30, 1999 with a  operating  loss of $38,544  during the three  months
from the date of acquisition  through June 30, 1999. The Neo Vision ,Inc loss is
summarized as follows:

                                   Nine Months      Six Months     Three Months
                                      Ended            Ended           Ended
                                  June 30, 1999   March 31, 1998   June 30, 1999
                                    ---------        ---------       ---------
Sales                               $ 209,008        $ 209,008       $

Cost of sales                          97,824           81,035          16,789
                                    ---------        ---------       ---------
  Gross profit                      $ 111,184        $ 127,973       $ (16,789)

Operating costs
  Personnel expense                    76,386           67,436           8,950
  Facility cost                        10,658            8,147           2,511
  Other operating costs               260,399          257,296           3,103
  Management fees                     180,000          180,000
  Depreciation and amortization        34,428           27,237           7,191
                                    ---------        ---------       ---------
     Total                          $ 561,871        $ 540,116       $  21,755
                                    ---------        ---------       ---------
Operating loss                      $(450,687)       $(412,143)      $  38,544
                                    =========        =========       =========

     During the three  months  ended June 30,  1999,  there were no  advertising
sales for the Neo Vision,  Inc.  subsidiary while the management and sales force
was reorganized and the new "Mall TV" program was instituted. Mall TV is a audio
video  program  produced by Neo Vision to be  transmitted,  using the Neo Vision
technology,  to malls that have its audio  video  system.  The "Mall TV" program
commenced  operations  in August  1999 at the  existing  Las Vegas  Nevada  mall
location and  advertising  sales  efforts by the new sales staff also started in
August  1999.  Advertising  sales  potential  at the Las Vegas mall  location is
expected  to be  approximately  $45,000  per month.  Operating  costs of $21,755
during the three  months ended June 30, 1999 is the fixed costs during the three
month period while Neo Vision,  Inc. was  instituting the " Mall TV" program and
reorganizing its management and sales team.

     Other revenue  consists of the $180,000 of management fees from Neo Vision,
Inc., the subsidiary  acquired on June 30, 1998, that was not consolidated until
March 31, 1999. The management fee exceeded other miscellaneous  income for 1998
by $178,990.  The  management  fee of $180,000  represents the $30,000 per month
charge to Neo  Vision,  Inc.  until  March 31,  1999 for  executive  management,
general and administrative expense provided by the Company.

     General corporate overhead increased by $72,939 primarily due to management
compensation increases from the June 30, 1998 acquisition of Neo Vision, Inc.

     Interest expense increased by $20,164 over the nine month period ended June
30,  1998  with  all  of  the  increase  resulting  from  the  Neo  Vision,  Inc
acquisition.

                                       12
<PAGE>
     COMPARISON THREE MONTHS ENDED JUNE 1999 TO 1998

     The total  revenue of $688,757  for the three months ended June 30, 1999 is
made up of $161,868 or 24% from the real estate  education  segment and $526,889
or 76% from the travel  agency  segment  with no  advertising  revenue  from Neo
Vision, Inc during the three months ended June 30, 1999. Total revenue increased
by $205,336 in 1999  compared to a $367,360  increase in 1998.  The 1999 revenue
increase consists of an increase in real estate education revenue of $36,600 and
an increase in travel agency sales of $168,736.

     The net loss  increased by $86,680  during the quarter  ended June 30, 1999
and consists of the following:

Increase in Real Estate Education 1999
  operating income over 1998                                           $ 22,951

Increase in Travel Agency 1999
  operating loss over 1998                                             $(21,290)

Loss from Neo Vision, Inc. from
  March 31, 1999 (date of acquisition)
  Through June 30, 1999                                                $(38,544)

Increase in general corporate overhead                                 $(30,115)

Increase in interest expense                                           $(19,682)

     The increase in real estate  education  for the quarter ended June 30, 1999
results over the same quarter in 1998 consists of the following:

                                                                       Increase
                                               1999         1998      (Decrease)
                                             --------     --------     --------
Revenue                                      $161,868     $125,268     $ 36,600
                                             --------     --------     --------
Costs and expenses
  Personnel expense                            72,197       62,582        9,615
  Facility cost                                20,634       14,895        5,739
  Other operating cost                         19,189       20,066         (877)
  Depreciation and amortization                 3,725        4,553         (828)
                                             --------     --------     --------
         Total                               $115,745     $102,096     $ 13,649
                                             --------     --------     --------
Operating income                             $ 46,123     $ 23,172     $ 22,951
                                             ========     ========     ========

     The adult education  division results improved by $22,951.  The improvement
was due to a $36,600  increase  in  revenues  offset by a  $13,649  increase  in
operating costs.  The revenue  increase is the result of additional  enrollments
including those at the new East campus.  The operating cost increase consists of
a  $9,615  increase  in  personnel  expense,   including   additional  marketing
personnel,  a $5,739  decrease  in  facility  costs,  a $877  decrease  in other
operating costs, and a $828 decrease in depreciation and amortization.

                                       13
<PAGE>
     The $21,290 increase in the travel agency operating loss during the quarter
ended June 30, 1999 consists of the following:

                                                                       INCREASE
                                            1999          1998        (DECREASE)
                                          ---------     ---------     ---------
Sales                                     $ 526,888     $ 358,153     $ 168,735

Cost of sales                               490,613       323,450       167,163
                                          ---------     ---------     ---------
  Gross profit                            $  36,275     $  34,703     $   1,572

Operating costs
  Personnel expense                          35,237        16,282        18,955
  Facility cost                               9,309          (422)        9,731
  Other operating costs                      12,828        18,474        (5,646)
  Depreciation and amortization               6,757         6,935          (178)
                                          ---------     ---------     ---------
     Total                                $  64,131     $  41,269     $  22,862
                                          ---------     ---------     ---------
Operating loss                            $ (27,856)    $  (6,566)    $  21,290
                                          =========     =========     =========

     Sales for the travel  agency  operation  increased  by $168,735  during the
three-month  period ending June 30, 1999, as compared to the agencies' sales for
the three months ended June 30, 1998. Gross profit during the three months ended
June 30, 1999  increased  by $1,572 over the  comparable  period  ended June 30,
1998.  The gross  profit  percentage  decreased to 7 1/2%  primarily  due to the
increase in the portion of sales attributable to airline ticket sales. Operating
costs for the three months ended June 30, 1999 were $64,131  compared to $41,269
for the comparable period ended June 30, 1998. The $22,862 increase in operating
costs results primarily from the opening of a new retail branch.

     The  Neo  Vision,  Inc.  operating  loss  of  $38,544  is  analyzed  in the
comparison of the operating results for the nine months ended June 30, 1999.

     General corporate overhead increased by $30,115 primarily due to management
compensation increases from the June 30, 1998 acquisition of Neo Vision, Inc.

     Interest  expense  increased  by $19,682  over the three month period ended
June 30,  1998  with all of the  increase  resulting  from the Neo  Vision,  Inc
acquisition.

     FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

Prior to March 31, 1999, the financial  statements of Neo Vision,  Inc. were not
consolidated  with the  Company  until  the  amendment  and  restatement  of the
Certificate of  Incorporation  was fully  assured.  In March 1999, the Company's
Board of  Directors  determined  that the  proposal  to  restate  and  amend the
Company's  Certificate of Incorporation would be defeated.  Pursuant to the June
30,  1998  Exchange  Agreement,   each  of  the  six  former  Neo  Vision,  Inc.
shareholders had a right to elect to rescind the Exchange Agreement.  All six of
the former Neo Vision shareholders have elected not to rescind. The Company will
continue  to own 100% of the  outstanding  shares  of Neo  Vision,  Inc.  and in
accordance  with the Exchange  Agreement,  the Company will issue no  additional
shares to the former Neo Vision, Inc. shareholders.

                                       14
<PAGE>
     As a result, on March 31, 1999, the acquisition of Neo Vision,  Inc. became
fully assured and Neo Vision,  Inc. has been included in the Company's March 31,
1999 consolidated  balance sheet with the acquisition being accounted for by the
purchase  method.  For additional  information  regarding the acquisition of Neo
Vision, Inc., see Note 3 of the June 30, 1999 consolidated  financial statements
included elsewhere in this report.

     The working capital deficit increased by $1,343,354 from September 30, 1998
to $1,763,755.  Current assets  increased by $110,969 from September 30, 1998 to
$204,285.  The  increase  consists  of a  $30,500  increase  in cash,  a $60,760
increase in accounts  receivable,  and a $19,709  increase in prepaid  expenses,
which  relates  primarily to advance  payments of costs and  expenses  that will
benefit  future  periods and will be charged to expenses  over the  remainder of
this fiscal year.

     Current  liabilities  increased by  $1,454,303  from  September 30, 1998 to
$1,968,040 at June 30, 1999. The increase  consists of a $5,327  increase in the
accrued interest  related to the Company's  convertible  debentures,  a $884,155
increase  related to the Neo Vision,  Inc.  convertible  debentures,  a $353,601
increase in accounts payable, including $224,500 applicable to Neo Vision, Inc.,
a $162,514 increase in accrued expenses which consists primarily of increases in
the accrued expense related to Neo Vision,  Inc.  Unearned tuition  increased by
$22,536.

     The long term note receivable of $25,000 at June 30, 1999 is related to the
sale of Hansen and  Associates,  Inc. At June 30, 1999,  property and  equipment
increased by $1,690,227 as a result of equipment  additions of $1,708,320 offset
by depreciation of $18,093. The equipment additions during the period ended June
30, 1999 consist of $7,229 in  additions  by the Company for the travel  segment
and  $1,701,091  related to the Neo  Vision,  Inc.  acquisition,  which has been
consolidated as of March 31, 1999, consisting of the following:

     Video software and systems                                     $ 1,260,466
     Video walls equipment                                              336,928
     Central Office computerized
       transmission center equipment                                     93,166
     Office furniture and equipment                                      10,531
                                                                    -----------
                                                                    $ 1,701,091
                                                                    ===========

     Goodwill decreased by $4,495 for amortization in the nine months ended June
30, 1999.  Course materials  decreased by $1,475 due to amortization in the nine
months ended June 30, 1999.  Other assets  increased by $38,240  during the nine
months ended June 30, 1999.

     The Company has formed RVP-LLC,  an Arizona limited  liability  company for
the  purpose  of owning  recreational  vehicle  parks that will be leased to and
operated  by the  Company;  however the RV Park  operation  will not be launched
until  the  project  is  capitalized.  The  project  is to be  capitalized  from

                                       15
<PAGE>
consulting  fees for the RV park  consulting  services  provided.  However,  for
financial  reporting  purposes the consulting fee revenue will not be recognized
until it is  received,  since  there is  insufficient  evidence  to  assure  its
realization.  Management  believes the consulting fee, which is expected to be a
one-time  occurrence,  will be collected  before  December  31, 1999.  The costs
related  to  earning  the  consulting  fee  consisted   primarily  of  executive
compensation  and travel all of which has been expensed as incurred and included
in general and  administrative  expense.  At June 30, 1999 the members equity of
RVP-LLC has not been recognized until the capital contributions are received.

     The July  1997 and  August  1997  purchase  price  of the  travel  agencies
exceeded  the  identifiable  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 $5,514 in fiscal year 1997,
$26,397 in fiscal year 1998 and $16,544 in the nine months ended June 30, 1999.

     Long-term  debt  increased by $21,713 during the nine months ended June 30,
1999.  The   convertible   debentures  of  $56,450  of  United  States  Aircraft
Corporation  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 New Common Stock, although no assurance that
such a conversion  will be elected by the  debenture  holders.  If the debenture
holders do not elect to convert into the Company's New Common Stock,  they could
demand payment and seek enforcement through legal action;  however,  the Company
has had no contact from the debenture holders.

     The report by the Company's independent certified public accountants on the
Company's  financial  statements  for the fiscal year ended  September  30, 1998
states that the Company's  significant  operating losses raise substantial doubt
about the Company's ability to continue as a going concern. The net loss for the
year ended September 30, 1998 primarily results from the increase in general and
administrative  expenses  related to increases in the management  team and their
compensation, which have been made to facilitate the planned expansion including
the  acquisition  and expansion of Neo Vision,  Inc. In April 1999,  the Company
accepted the resignation of two of its executive officers, which reduces general
and administrative  expenses to its historical level.  Management  projects that
all of its operating  units will operate at a sufficient  profit to cover all of
its general and  administrative  expenses  during the year ended  September  30,
1999.  To  accomplish  its  planned   expansion  and  resulting   profitability,
management has adopted a program to expand its existing services operations plus
the acquisition of other service  organizations;  however, the expansion program
requires the  resolution of its working  capital  deficiency and the infusion of
additional capital for which the following program has been adopted.

     The internal sources of liquidity  include the projected  profitability and
expansion of its adult education and travel segments,  the collection of the net
consulting  fee, and the anticipated  conversion of the convertible  debentures,
all of which are  expected to resolve the current  working  capital  deficiency.
However,  the Company intends to expand its newly acquired Neo Vision  operation
by the  expected  installation  of 2 and 24  video  walls  in  the  years  ended
September 30, 1999 and 2000,  respectively  at a projected  cost of $150,000 for
each wall. The planned  expansion will require capital from external  sources of
approximately  $500,000 to $750,000  by  December  1999.  Neo Vision has engaged

                                       16
<PAGE>
financial advisors to assist in the funding of its capital needs for the planned
expansion,  including private  placements.  Management believes that the funding
will be a convertible debt financing, equipment lease financing or the preferred
stock to be  authorized,  and that it will be  funded  in time to  complete  the
expected  installation  of video walls in the years ended September 30, 1999 and
2000.  However,  the Company does not intend to make  material  commitments  for
further capital  expenditures until financing becomes  available.  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. No assurance can
be given  that the  acquisitions  or  installation  of the video  walls  will be
completed or the private  placement to obtain the required capital infusion will
be successful.

     OUTSTANDING DEBENTURES OF THE COMPANY AND NEO VISION

     The Company has outstanding  convertible debentures of $56,450 plus related
accrued  interest of $38,918 at June 30, 1999. These debentures bear interest at
rates of 12% to 14% per  annum and were due in  December  1996.  Currently,  the
debentures remain unpaid and are in default. The debentures are convertible,  at
the option of the holder,  into common shares at the rate of $.75 of outstanding
amount for one share of Class A Common Stock ($.75 of outstanding amount for one
share of New Common  Stock).  (See  discussion  elsewhere  in this  Management's
Discussion and Analysis.)

     As of June 30, 1999, Neo Vision had  approximately  $810,750 in outstanding
convertible  debentures  bearing  interest  at rates of between  10% and 12% per
annum,  with  total  accrued  interest  at  June  30,  1999 of  $105,000.  These
debentures were issued in multiple series  beginning in 1997 and ending in 1998.
The Neo Vision  debentures  provide that the principal and accumulated  interest
are  convertible  to Neo  Vision  common  stock at the rate of one  share of Neo
Vision  common  stock  for each  $1.00  (or $1.25  for  certain  debentures)  of
outstanding  principal amount and accrued interest of debentures upon completion
of a transaction that results in unrestricted  securities of Neo Vision (or with
respect  to  certain  of  the  debentures   its  successor)   being  issued  and
outstanding.  The  Company  believes  that the  terms of the  debentures  either
require  the  conversion  of the  debentures  into  New  Common  Stock  upon the
effectiveness  of a registration  statement for the conversion of the debentures
or if a  registration  statement is not filed,  that the debenture  holders will
elect to convert their debentures pursuant to a private placement offering.

     Of the  total  outstanding  Neo  Vision  debentures,  $420,000  were due in
December 1998 with the remainder due in May 1999. Neo Vision has not paid any of
the past-due debentures.  Neo Vision currently cannot repay such debentures. The
Company has received signed  agreements from  substantially all of the debenture
holders to convert their  convertible  debentures and related  accrued  interest
into shares of the  Company's  New Common  Stock.  The Company plans to offer to
exchange   these   debentures   for  shares  of  New  Common  Stock  upon  their
authorization through a private placement.

     Based on the Series A and B conversion  rate of $1 per share and the Series
C  conversion  rate of $1.25 per share as adjusted  for the  acquisition  of Neo
Vision by the Company  approximately  4,500,000 shares of New Common Stock would
be issued if all of the debenture holders elected to convert.

                                       17
<PAGE>
     However, no assurances can be given that the debenture holders will in fact
convert their debentures into shares of New Common Stock. In the event that such
debenture  holders do not so convert their  debentures,  the Company  intends to
seek to refinance such debentures.  However, in the event the debentures are not
converted,  and the Company is unable to refinance such  indebtedness,  then Neo
Vision may be unable to continue its operations.

                          PART II - OTHER INFORMATION

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 and Neo Vision,  Inc.
is in default on the  payment of its  convertible  debentures  of  approximately
$810,750.  The Company and Neo Vision, Inc. currently do not have the ability to
pay any of its  defaulted  debt and no  assurance  can be given that the Company
will have  sufficient  capital to pay such debts.  Reference is made to Item 2 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations-Outstanding Debentures of the Company and Neo Vision for a discussion
of the convertible debentures of the Company and Neo Vision, Inc.

ITEM 5. OTHER INFORMATION

     The  Board of  Directors  approved  an  amendment  and  restatement  of its
Certificate  of  Corporation  and the Company  intends to seek the approval of a
majority  of the Class A and Class B  outstanding  shares of record as of August
31,  1999 by written  consent.  The Company  intends to obtain the  shareholders
consent as soon as possible and to file the amended and restated  Certificate of
Incorporation with the state of Delaware immediately thereafter. The amended and
restated  Certificate  of  Incorporation  will:  (i)  authorize  the issuance of
100,000,000  shares of a single new class of Common Stock,  $.001 par value (the
"New Common  Stock");  (ii)  reclassify  the Company's  Class A Common Stock and
Class B Common  Stock into  shares of New  Common  Stock on a one for one basis;
(iii)  authorize  the issuance of  75,000,000  shares of preferred  stock;  (iv)
change the name of the Company to Neo Vision  Corporation;  and (v) make certain
technical  amendments set forth in the Company's  First Restated  Certificate of
Incorporation.

     On September 3, 1999, the Company agreed to sell one of its two campuses to
the President and  Vice-President  of the real estate education  operation.  The
sales proceeds  include the return of 1,200,000  Class A shares of common stock,
the  termination  of the employment  contracts  with the officers  including the
forgiveness  of any  obligation  of the Company to the selling  officers  and 23
non-compete payments to the Company of $1,750. The sale includes the sale of the
name  Westford  College.  The  Company  intends to expand the  operation  of its
remaining  campus  through the  implementation  of distance  learning  using its
technology  capabilities and to adopt the name ReNewal Education Corporation for
its adult  education  operations.  The Board of  Directors  has  authorized  the
Chairman to form a limited  partnership  to acquire the Class A shares for $120,
000 cash which approximates the recent market value of the Class A shares.

                                       18
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  27 - Financial Data Schedule

     (b)  Reports on Form 8-K

     The  registrant  filed  current  report  on Form 8-K on April 5,  1999 with
respect to the election by the six former Neo Vision, Inc.  shareholders' to not
rescind the Exchange Agreement.

                                    SIGNATURE

     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: September, 13 1999                /s/ Harry V. Eastlick
     --------------------               ----------------------------------------
                                        Harry V. Eastlick
                                        Chairman of the Board and Chief
                                        Financial Officer

                                       19