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, 1998 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) 765-0500
-------------------------------------------------
(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, 1998.

                  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
                  December 31, 1998 (Unaudited)
                  and September 30, 1998                                     3


                  Consolidated Statements of
                  Operations (Unaudited) for
                  the Three Months ended
                  December 31, 1998 and 1997                                 4


                  Consolidated Statements of
                  Cash Flows (Unaudited) for
                  the Three Months Ended
                  December 31, 1998 and 1997                                 5


                  Notes to Consolidated
                  Financial Statements                                       6

     Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF
               OPERATIONS                                                   11



PART II - OTHER INFORMATION                                                 14


SIGNATURES                                                                  15

                                       2
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                           Consolidated Balance Sheets
                    December 31, 1998 and September 30, 1998


                                                    December 31,  September 30,
                                                        1998          1998
                                                   ------------   -----------
                             Assets                 (Unaudited)
Current Assets
  Cash                                             $     1,160    $     8,070
  Accounts receivable                                   79,569         75,902
  Notes receivable                                       1,500          1,500
  Prepaid expenses                                      30,978          7,844
                                                   -----------    -----------
     Total current assets                              113,207         93,316
Note receivable, net of current portion                 25,000         25,000
Investment, Neo Vision, Inc.                           152,338        103,338
Property & equipment, net of
  accumulated depreciation                              47,443         47,613
Agency acquisitions, net of amortization                79,040         84,555
Goodwill, net                                          101,840        103,339
Course materials                                        13,263         13,754
Other                                                   13,243         13,874
                                                   -----------    -----------
                                                       545,374        484,789
                                                   -----------    -----------
                       Liabilities & Stockholder's Equity

Current Liabilities
  Current portion of long-term debt                     26,000         26,000
  Notes payable, bank                                   30,000         30,000
  Convertible debentures & related
    accrued interest                                    91,817         90,041
  Accounts payable                                      86,566         90,734
  Accrued expenses                                     258,382        214,062
  Unearned tuition                                      67,153         62,900
                                                   -----------    -----------
                                                       559,918        513,737
Long term debt, net of current portion                   2,415          5,360

       Total liabilities                               562,333        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                                   (1,838,862)    (1,838,862)
  Retained earnings (deficit)                       (3,146,812)    (3,164,161)
                                                   -----------    -----------
                                                       (16,959)       (34,308)
                                                   -----------    -----------
                                                   $   545,374    $   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 Months Ended December 31, 1998 and 1997
                                   (Unaudited)


                                                      1998            1997
                                                  -----------     -----------
Revenue
 Real estate education                            $   108,980     $    95,352
 Travel agency                                        271,330         415,278
 Other                                                 90,000           1,010
                                                  -----------     -----------
    Total revenue                                     470,310         511,640
                                                  -----------     -----------
Expenses
 Cost of sales-travel agency                          240,113          71,389
 Personnel expenses                                    83,580         102,466
 Facility cost                                         16,578          12,249
 Other operating cost                                  35,124          16,872
 General and administration                            63,960          19,897
                                                  -----------     -----------
                                                      439,355         522,873
                                                  -----------     -----------
    Income (loss) before interest
    expense, depreciation and
    amortization                                       30,955         (11,233)

Interest expense                                        3,445           3,503

Depreciation and amortization                          10,161           9,634
                                                  -----------     -----------

       Net income (loss)                          $    17,349     $   (24,370)
                                                  ===========     ===========

Net income (loss) per share                       $      .001     $     (.002)
                                                  -----------     -----------
Weighted number of shares
outstanding                                        14,890,305      11,245,305
                                                  -----------     -----------

        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 Ended December 31, 1998 and 1997
                                   (Unaudited)

                                                             1998        1997
                                                           --------    --------
Cash Flows From Operating Activities
  Net income (loss)                                         17,349     (24,370)
  Adjustments to reconcile net to cash
   used by operating activities
    Depreciation                                             2,662       2,662
    Amortization                                             7,499       6,972
    Net increase (decrease) in current liabilities
     and (increase) decrease in accounts receivable
     prepaid expense and other assets                      (28,983)     14,277
                                                          --------    --------
  Net cash provided by (used by)
    operating activities                                    (1,473)       (459)

Cash flows from investing activities
  Reduction in advance to officer                                       12,217
  Addition to land                                                     (10,240)
  Disposition (acquisition) of equipment                    (2,492)       (417)
                                                          --------    --------
  Net cash provided by (used by)
    investing activities                                    (2,492)      1,560
                                                          --------    --------
Cash flows from financing activities
  Decrease in long-term debt                                (2,945)     (2,333)
                                                          --------    --------
  Net cash provided by (used by)
  financing activities                                      (2,945)     (2,333)
                                                          --------    --------

Net increase (decrease) in cash                             (6,910)     (1,232)

Cash, Beginning of Period                                    8,070      20,427
                                                          --------    --------

Cash, End of Period                                       $  1,160    $ 19,195
                                                          --------    --------

        The accompanying notes are an integral part of these statements.

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

              DECEMBER 31, 1998 (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") except Neo Vision,  Inc whose exchanges  agreement was entered into on
June 30, 1998. Neo Vision has not been  consolidated  until its  acquisition has
been fully  assured.  The balance  sheet as of December 31, 1998 for Neo Vision,
Inc and the related statements of operations and cash flows for the three months
ended  December  31,  1998  are  presented  in  Note 3 and pro  forma  financial
information  is presented  in Note 4. 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 - ACQUISITION - NEO VISION INC.

At June 30, 1998  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 merger 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 requires 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  Corporation to Neo Vision  Corporation,
Inc. 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.

                                       6
<PAGE>
              UNITED STATES AIRCRAFT CORPORATION, AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)

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

The financial  statements of Neo Vision,  Inc. will not be consolidated with the
Company,  until approval of the amendment and  restatement of the Certificate of
incorporation is fully assured and the investment is being accounted 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.  The  investment,  Neo  Vision,  Inc,  includes  the
following:

            Acquisition of Neo Vision, Inc.
              common shares                                $  22,965

            Management Fee Receivable
              from Neo Vision Inc.                           129,373
                                                           ---------
                                                           $ 152,338
                                                           ---------

The  management  fees are  expected  to be  received  from the future  operating
profits of Neo Vision, Inc. and the proceeds of its planned capital infusion.

Upon  approval  of  the  amendment  and   restatement  of  the   Certificate  of
Incorporation  an  additional  3,977,560  shares of the New Common Stock will be
issued to the former  stockholders of Neo Vision,  Inc.,  approximately  973,000
shares of the New  Common  Stock will be in  exchange  for the  outstanding  Neo
Vision,  Inc  convertible  debentures and 753,000 shares of the New Common Stock
issued in payments of fees to a Neo Vision,  Inc.  financial  advisor.  When the
acquisition  of Neo Vision,  Inc is fully assured it will be accounted for under
the purchase  method of  accounting  with a reverse  merger and Neo Vision,  Inc
being the acquirer for financial reporting purposes.

                                       7
<PAGE>
              UNITED STATES AIRCRAFT CORPORATION, AND SUBSIDIARIES
             Notes to Consolidated Financial Statements (continued)

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

The following  unaudited Pro forma Consolidated  Balance Sheets of United Stated
Aircraft  Corporation  as of December 31, 1998 sets forth the  consolidation  of
United States  Aircraft  Corporation  with Neo Vision,  Inc.  under the purchase
method of  accounting  with a reverse  merger  and Neo  Vision,  Inc.  being the
acquirer for financial reporting purposes.  The pro forma adjustments report the
exchange  of the  Class A and  Class B  shares  for the New  Common  stock,  the
issuance of  4,577,560  additional  New Common  shares  pursuant to the Exchange
Agreement and approximately 1,126,000 of New Common shares for the conversion of
the Neo Vision, Inc convertible debentures.

                UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEETS -
                                December 31, 1998
<TABLE>
<CAPTION>
                                    United States
                                    Aircraft Corp.                      Pro Forma                        Neo Vision
                                   And Subsidiaries  Neo Vision, Inc.    Combined     Adjustments        Corporation
                                  -----------------  ---------------   -----------   -----------         -----------
<S>                                   <C>                <C>          <C>           <C>                     <C>
Assets
Current Assets
 Cash                                $     1,160      $    5,646      $     6,806                         $    6,806
 Accounts Receivable                      79,569          57,481          137,050                            137,050
Notes Receivable                           1,500                            1,500                              1,500
Prepaid expenses                          30,978          11,489           42,467                             42,467
                                     -----------      ----------      -----------                         ----------
Total current asets                      113,207          74,616          187,823                            187,823
Investment, Neo Vision, Inc.             152,338                          152,338     (152,338)(3)(4)(5)
Note receivable, net of current                                     
portion                                   25,000                           25,000                             25,000
Property & equipment, net                 47,443         564,371          611,814                            611,814
Agency acquisition, net of                                          
amortization                              79,040                           79,040                             79,040
Goodwill, net                            101,840                          101,840                            101,840
Course materials                          13,263                           13,263                             13,263
Other                                     13,243          28,566           41,809                             41,809
                                     -----------      ----------      -----------                         ----------
   Total assets                          545,374         667,553        1,212,927                          1,060,589
                                     -----------      ----------      -----------                         ----------
LIABILITIES & STOCKHOLDER'S EQUITY                                  
Current Liabilities                                                 
 Note Payable, bank                  $    30,000          40,393           70,393                             70,393
 Current portion of long-term                                       
 debt                                     26,000                           26,000                             26,000
 Convertible debentures &                                           
 related accrues interest                 91,817         798,297          890,114     (798,297)(6)            91,817
 Accounts payable                         86,566         291,384          377,960                            377,960
 Accrued expenses                        258,382          30,936          289,318      (25,950)(6)           263,368
 Unearned revenue                         67,153          12,360           79,513                             79,513
                                     -----------      ----------      -----------                         ----------
   Total current liabilities             559,918       1,173,380        1,733,298                            909,051
                                                                    
Due to United States Aircraft Corp.                      129,373          129,373     (129,373)(5)
Long term debt, net                        2,415                            2,415                              2,415
Minority Interest in Neo Vision                                     
LLC                                                      136,096          136,096                            136,096
Stockholders' Equity - Capital stock                                
 Class A: $.50 par value,                                           
 9,927,504 issued                      4,963,752                        4,963,752   (4,963,752)(1)
 Class B: $.001 par value,                                          
 4,962,801 issued                          4,963                            4,963       (4,963)(2)
 Common Stock, Neo Vision, Inc                             6,250            6,250       (6,250)(4)
 New Common Shares                                                  
 $.001 par value, 7,078,303 issued                                                       7,078(1)(2)(3)(6)     7,078
 Paid in Capital                      (1,838,862)                      (1,838,862)   2,622,357(1)(2)(3)(6)   783,495
 Retained earnings (deficit)          (3,146,812)       (777,546)      (3,924,358)   3,146,812(4)           (777,546)
                                     -----------      ----------      -----------                         ----------
                                         (16,959)       (771,296)        (788,255)                            13,027
                                     -----------      ----------      -----------                         ----------
Total liabilities and stockholders'                                 
 equity                              $   545,374      $  667,553      $ 1,212,927                         $1,060,589
                                     -----------      ----------      -----------                         ----------
</TABLE>                                                          
           See explanation of pro forma adjustments on following page.

                                       8
<PAGE>
              UNITED STATES AIRCRAFT CORPORATION, AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

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

Pro Forma Adjustments:

     1.   To  record  the  exchange  of Class A shares  outstanding  for the New
          Common  shares  on the  basis of 10 Class A  shares  for 1 New  Common
          Share.

     2.   To  record  the  exchange  of Class B shares  outstanding  for the New
          Common  shares  on the  basis of 13 Class B  shares  for 1 New  Common
          shares.

     3.   To record the 4,577,560  additional  New Common shares to be issued to
          the former Neo Vision, Inc. shareholders pursuant to the June 30, 1998
          exchange agreement.

     4.   To record  elimination of intercompany  investment on Neo Vision,  Inc
          using the purchase  method of accounting with a reverse merger and Neo
          Vision, Inc being the acquirer for financial reporting purposes.

     5.   To eliminate intercompany receivables and payables.

     6.   To  record  the  conversion  of  the  Neo  Vision,   Inc   convertible
          debentures,  accrued  interest to December 31, 1998 and the payment of
          financial  consulting  fees all through the issuance of  approximately
          1,126,000 shares of New Common stock.

                                       9
<PAGE>
              UNITED STATES AIRCRAFT CORPORATION, AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements

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

   
The following unaudited  consolidated  statements of operations of Unites States
Aircraft  Corporation  for the quarter  ended  December  31, 1998 sets forth the
consolidation of United States Aircraft  Corporation  with the 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 QUARTER ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                   United States                                     Neo Vision
                                   Aircraft Corp.                       Pro Forma   Corporation
                                  And Subsidiaries   Neo Vision, Inc.  Adjustments  Consolidated
                                  ----------------   ----------------  -----------  ------------
<S>                                   <C>               <C>            <C>           <C>
Revenue
 Real estate education              $ 108,980                                        $ 108,980
 Travel Agency                        271,330                                          271,330
 Video Wall advertising                                 143,572                        143,572
 Other                                 90,000                          (90,000)(1)
                                    ---------         ---------                      ---------
Total revenue                         470,310           143,572                        523,882
                                    ---------         ---------                      ---------
Expenses
 Cost of sales                        240,113           100,461                        340,574
 Personnel expenses                    83,580            16,360                         99,940
 Facility cost                         16,578             4,232                         20,810
 Other operating cost                  35,124            57,080                         92,204
 General and administration            63,960            90,000        (90,000)(1)      63,960
 Depreciation and amortization         10,161            10,818                         20,979
                                    ---------         ---------                      ---------
    Total expenses                    449,515           278,951                        638,466
                                    ---------         ---------                      ---------
    Income (loss) before interest
     expense and minority interest     20,795          (135,379)                      (114,584)
Interest expense                        3,446            28,198                         31,644
                                    ---------         ---------                      ---------
Net income (loss)                   $  17,349         $(163,577)                     $(146,228)
                                    =========         =========                      =========
Pro forma net income (loss) per
New common shares (2)                                                                     (.02)
                                                                                     ---------
</TABLE>
----------
(1)  To eliminate intercompany management fees.
(2)  Based on pro forma shares of 7,078,303 to be outstanding after the exchange
     of Class A and B shares for the New Common shares to be authorized  and the
     New Common shares to be issued in the acquisition of Neo Vision,  Inc., the
     conversion of the Neo Vision, Inc.  convertible  debentures and the payment
     of financial consulting fees.

                                       10
<PAGE>


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

         RESULTS OF OPERATIONS

Comparison Three months ended December 1998 to 1997

         The total  revenue of $470,310 for the year three month ended  December
31, 1998 is made up of $108,980  or 23% from the real estate  education  segment
and $271,330 or 58% from the travel agency segment with the remaining  90,000 or
19% consisting o the  management  fee charged to Neo Vision,  Inc. Total revenue
decreased by 41,330 in 1998  compared to a $427,268  increase in 1997.  The 1998
revenue  decrease  consists of an increase in real estate  education  revenue of
$13,628,  a decrease in travel agency sales of $143,948 and management  fees and
other revenues of 88,990.

         The  loss  before  interest,   depreciation  and  amortization  expense
decreased by $42,188 and consists of the following:

Decrease in Real Estate Education 1998
  income before interest, depreciation
  and amortization over 1997                                   $(10,615)

Decrease in Travel Agency 1998
  loss before interest, depreciation
  and amortization loss over 1997                              $  7,876

Increase in consulting and other income                        $ 88,990

Increase in general corporate overhead                         $ 44,063

         The decrease in real estate  education  1998 results over 1997 consists
of the following:

                                                               Increase
                                       1998         1997      (Decrease)
                                     --------     --------     --------
         Revenue                     $108,980     $ 95,352     $ 13,628
                                     --------     --------     --------
           Costs and expenses

           Personnel expense           66,645       54,071       12,574
           Facility cost               14,924       10,472        4,452
           Other operating cost        24,089       16,872        7,217
                                     --------     --------     --------
             Total                    105,658       81,415       24,243
                                     --------     --------     --------
         Income before interest,
         depreciation and
         amortization                $  3,322     $ 13,737     $(10,615)
                                     ========     ========     ========

         The adult education  division results declined by $10,615.  The decline
was due to a $24,243 increase in operating costs offset by a $13,628 increase in
revenues. The revenue increase is the result of additional enrollments including
those at the new East campus. The operating cost increase consists of an $12,574
increase in personnel expense, including additional marketing personnel,  $4,452
increase in facility costs and $7,217 increase in other operating costs.

                                       11
<PAGE>
         The  decrease  in  the  travel   agency  1998  loss  before   interest,
depreciation and amortization consists of the following:

                                                                       Increase
                                               1998         1997      (Decrease)
                                            ---------    ---------    ---------
         Sales                              $ 271,330    $ 415,278    $(143,948)

         Costs of sales                       240,113      371,389     (131,276)
                                            ---------    ---------    ---------
           Gross profit                        31,217       43,889      (12,672)
                                            ---------    ---------    ---------
         Operating costs
           Personnel expense                   16,936       48,376      (31,460)
           Facility cost                        1,154        1,776         (122)
           Other operating costs               11,425          391       11,034
                                            ---------    ---------    ---------
             Total                             30,015       50,563      (20,548)
                                            ---------    ---------    ---------

         Income (loss) before interest,
           depreciation and amortization        1,202       (6,674)      (7,876)
                                            ---------    ---------    ---------

         Sales for the travel  agency  operation  decreased  by $143,948 for the
quarter  ended  December 31, 1998 over the  agencies  sales for the three months
ended  December  31, 1997 with a gross  profit  decrease  of $12,672.  The sales
decrease was the result of the travel agency restructuring  completed in January
1998. The gross profit percentage  improved from 10.5% to 11.5% primarily due to
an increase in the portion of sales attributable to cruise and tours sales where
the gross profit  percentage  generally ranges from 10% to 13%.  Operating costs
for the quarter  were  $30,015  compared to $50,563 for the three  months  ended
December 31, 1997, which reflects the  restructuring of travel agency operations
to reduce the fixed operating costs to approximate $30,000 per quarter.

         Other  revenue  consists  of the  $90,000 of  management  fees from Neo
Vision,  Inc., the  unconsolidated  subsidiary  acquired on June 30, 1998, which
exceeded other miscellaneous  income for 1997 by $88,990.  The management fee of
$90,000  represents  the  $30,000  per month  charge  to Neo  Vision,  Inc.  for
executive  management,  general  and  administrative  expense  provided  by  the
Company.

         General  corporate  overhead  increased  by  44,063  primarily  due  to
management  compensation  increases  resulting  primarily from the June 30, 1998
acquisition of Neo Vision, Inc.

FINANCIAL CONDITION,  LIQUIDITY AND CAPITAL RESOURCES

         The working capital deficit  increased  $26,290 from September 30, 1998
to $446,711.  Current  assets  increased by $19,891 from  September  30, 1998 to
$113,207.  The increase consists of a $6,910 decrease in cash, a $3,667 increase
in accounts receivable, and a $23,134 increase in prepaid expenses.

         Current  liabilities  increased  $46,181  from  September  30,  1998 to
$559,918.  The  increase  consists of a $1,776  increase  related to the accrued
interest on the Company's convertible debentures,  a $4,168 decrease in accounts
payable and a $44,320 increase in accrued  expenses which consists  primarily of
increase in the estimated compensation due executive officers.  Unearned tuition
increased by $4,253.

         The long term note  receivable of $25,000 relates to the sale of Hansen
and  Associates  Inc.  Property and  equipment  decreased by $170 as a result of
equipment  acquisitions  of $2,492 offset by  depreciation  of $2,662.  Goodwill
decreased by $1,499 due to amortization.  Course materials decreased by $491 due
to amortization. Other assets decreased by $631.

         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.  The operating agreement provides that the Company will
manage  RVP-LLC and that  profits and losses  will be  allocated  90% to a trust
whose trustee is the  individual  from whom the RV Park  consulting fee has been
earned, with the remainder allocated to the Company.

                                       12
<PAGE>

         The Company  has earned a  consulting  fee of $412,999  relating to its
research  project  on  the  recreational   vehicle  park  industry  net  of  its
contribution to RVP-LLC.  The Company for over two years has  investigated the
recreational vehicle park industry and instituted a program to establish a chain
of RV Parks.  In connection  therewith,  the Company has earned a consulting fee
for its  research  and  development  of the RV Parks  program from which it will
contribute  $1,700,000 to RVP-LLC.  The net consulting fee at September 30, 1998
consists of the following:

       Fee, net of contribution to RVP-LLC                $300,000
       Equity in RVP-LLC.                                  112,999
                                                          --------
                                                          $412,999
                                                          ========

         No  additional  consulting  fees were earned  during the quarter  ended
December 31, 1998.

         The consulting  fee revenue was earned upon  completion of the research
and the agreement with the unrelated individual who is the trustee of the family
trust that holds 90% of RVP-LLC.  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 revenue with an infrequent  occurrence,
will be collected in the year ending  September  30, 1999.  The costs related to
earning the consulting  fee consisted  primarily of executive  compensation  and
travel all of which has been expensed over the period of the project.

         On June 30, 1998 the Company  approved  the  transfer to RVP-LLC of the
35.66 acres of land in Glenn County,  California  subject to trust deeds payable
in the  amount of  $601,000.  The 35.66  acres of land  transferred  to  RVP-LLC
resulted in $12,516 being  included as the original  investment in RVP-LLC.  The
$12,516 represents the excess of the land cost at June 30, 1998 over the balance
of the trust deeds payable and it has been included in the Company's general and
administrative  expenses for the year ended  September  30,  1998.  The land was
acquired for the purpose of developing the initial  recreational vehicle park of
the  planned  chain of RV parks.  The  holder of the  second  trust deed filed a
notice of default  due to non payment of  interest.  The LLC  determined  not to
reinstate  the  defaulted  trust  deed  and in  August  1998,  RVP-LLC  lost the
California land in a foreclosure sale. There are no collection  activities being
pursued by the trust deed noteholders and management does not believe there will
be any collection efforts.

         At September 30, 1998,  the members equity of RVP-LLC is $1,707,500 and
consists of primarily of the $1,700,000 capital contribution to be received from
the consulting fee which for financial  reporting  purposes reduces the member's
equity of RVP-LLC until the capital contribution of $1,700,000 is received.  The
Company's interest in the RVP-LLC, if the capital contributions were recognized,
would be approximately $135,988.

         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  $31,248  with  $5,514 of
amortization being recorded in the three months ended December 31, 1998.

         Long-term  debt  decreased by $2,945 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 or the New
Common Stock to be authorized; although no assurance that such a conversion will
be elected by the debenture  holders.  If the debentures 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 with
the debentures holders.

                                       13
<PAGE>

         The report by the Company's  independent certified public accountant 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.  Management projects that all
of its operating units  including Neo Vision,  Inc. 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  organization;  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  acquisition  of Neo
Vision,  and its projected  profitability,  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 rapidly expand its newly acquired Neo Vision operation by the
expected  installation of 21 and 36 video walls in the years ended September 30,
1999 and 2000,  respectively  at a projected cost of $250,000 for each wall. The
planned  expansion will require capital from external  sources of  approximately
$3,000,000  to  $5,000,000  by early  1999.  Neo  Vision has  engaged  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 combination  of long-term  lease,  convertible  debt  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 year ended September 30, 1999.
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.

PART II.  OTHER INFORMATION

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

               a.  27 - Financial Data Schedule

                                       14
<PAGE>

                                   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: February 16, 1999      /s/ Albert C. Lundstrom
     ------------------      -------------------------------------------
                             Albert C. Lundstrom, President and Chief
                             Executive Officer


Date: February 16, 1999      /s/ Harry V. Eastlick
     ------------------      -------------------------------------------
                             Harry V. Eastlick, Chief Financial Officer

                                       15