SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OF 15(d)

                     of the Securities Exchange Act of 1934

                                   ----------

FOR QUARTER ENDED MARCH 31, 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                     (I.R.S. Employer I.D. Number)
Incorporation or of 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 March 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
              March 31, 1999 (Unaudited)
              and September 30, 1998                                        3

              Consolidated Statements of
              Operations (Unaudited) for
              the Three and Six Months ended
              March 31, 1999 and 1998                                       4

              Consolidated Statements of
              Cash Flows (Unaudited) for
              the Three and Six Months Ended
              March 31, 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                                                17

     Item 3.  DEFAULTS UPON SENIOR SECURITIES                              17

     Item 5.  OTHER INFORMATION                                            18

     Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                             18


SIGNATURES                                                                 19

                                       2
<PAGE>
               UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1999 AND SEPTEMBER 30, 1998


                                                  MARCH 31, 1999   SEPTEMBER 30,
     ASSETS                                         (UNAUDITED)        1998
                                                  --------------   -------------
Current Assets
     Cash                                          $     5,971      $     8,070
     Accounts receivable                               169,160           75,902
     Notes receivable                                    1,500            1,500
     Prepaid expenses                                   24,578            7,844
                                                   -----------      -----------
           Total current assets                        201,209           93,316
Note receivable, net of current portion                 25,000           25,000
Investment, Neo Vision, Inc.                                            103,338
Property & equipment, net of
  accumulated depreciation                           1,586,662           47,613
Agency acquisitions, net of amortization                73,526           84,555
Goodwill, net                                          100,342          103,339
Course materials                                        12,771           13,754
Other                                                   52,118           13,874
                                                   -----------      -----------
     TOTAL ASSETS                                    2,051,628          484,789
                                                   -----------      -----------

     LIABILITIES & STOCKHOLDER'S EQUITY

Current Liabilities
     Current portion of long-term debt                  22,000           26,000
     Notes payable, bank                                60,170           30,000
     Convertible debentures & related
       accrued interest                                914,269           90,041
     Accounts payable                                  430,287           90,734
     Accrued expenses                                  310,964          214,062
     Unearned  tuition                                  79,324           62,900
                                                   -----------      -----------
         Total current liabilities                   1,817,014          513,737

Long term debt, net of current portion                  23,223            5,360
Minority Interest                                      136,096
                                                   -----------      -----------
     Total liabilities                               1,976,333          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)                         (3,054,558)      (3,164,161)
                                                   -----------      -----------
                                                        75,295          (34,308)
                                                   -----------      -----------
     Total liabilities and stockholders' equity    $ 2,051,628      $   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 SIX MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED            SIX MONTHS ENDED
                                           MARCH 31                      MARCH 31
                                   --------------------------    --------------------------
                                      1999           1998           1999           1998
                                   -----------   ------------    -----------   ------------
<S>                                <C>           <C>             <C>           <C>
REVENUE
 Real Estate education            $   148,861   $   122,757    $   257,841   $   218,109
 Travel agency                        361,124       281,339        632,454       696,617
 Other                                 90,000                      180,000         1,010
                                  -----------   -----------    -----------   -----------
Total revenue                         599,985       404,096      1,070,295       915,736
                                  -----------   -----------    -----------   -----------

EXPENSES
 Costs of sales - travel agency       313,074       255,121        553,187       626,510
 Personnel expenses                    98,898        84,780        182,478       187,246
 Facility cost                         18,179        21,401         34,757        33,650
 Other operating cost                  32,557        35,024         67,681        51,896
 General and administration            29,775        23,646         93,735        43,543
  Depreciation and amortization        11,820         9,635         21,981        19,269
                                  -----------   -----------    -----------   -----------
                                      504,303       429,607        953,819       962,114
                                  -----------   -----------    -----------   -----------
   Income (Loss) before
    interest expense                   95,682       (25,511)       116,476       (46,378)

Interest expense                        3,428         2,888          6,873         6,391
                                  -----------   -----------    -----------   -----------
Net Income (loss)                 $    92,254   $   (28,399)   $   109,603   $   (52,769)
                                   -----------   -----------    -----------   -----------
Net income (loss) per share       $      .006   $     (.002)   $      .007   $     (.004)
                                  -----------   -----------    -----------   -----------
Weighted number of shares
   outstanding                     14,890,305    12,840,305     14,890,305    12,727,805
                                  -----------   -----------    -----------   -----------
</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 SIX MONTHS ENDED MARCH 31, 1999 AND 1998
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED       SIX MONTHS ENDED
                                                            MARCH 31                 MARCH 31
                                                      --------------------    ---------------------
                                                        1999        1998         1999        1998
                                                      --------    --------    ---------    --------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                   <C>         <C>         <C>          <C>
 Net income (loss)                                   $ 92,254    $(28,399)   $ 109,603    $(52,769)

 Adjustments to reconcile net to cash
 used by operating activities
     Depreciation                                       4,311       2,662        6,973       5,324
     Amortization                                       7,510       6,973       15,009      13,945

 Net increase (decrease) in current liabilities
   and (increase) decrease in accounts receivable
   prepaid expense and other assets                   (97,927)     20,141     (126,910)     34,418
                                                     --------    --------    ---------    --------
 Net cash provided by (used by)
   operating activities                                 6,148       1,377        4,675         918
                                                     --------    --------    ---------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
 Cash provided from acquisition of Neo Vision, Inc.       439                      439
 Reduction in advance to officer                                   11,526                   23,743
 Addition to land held for development                            (14,666)                 (24,906)
 Disposition (acquisition) of equipment               (18,584)       (765)     (21,076)     (1,182)
                                                     --------    --------    ---------    --------
 Net cash provided by (used by)
   investing activities                               (18,145)     (3,905)     (20,637)     (2,345)
                                                     --------    --------    ---------    --------
CASH FLOWS FROM FINANCING ACTIVITIES
 Increase (Decrease) in long-term debt                 16,808      (9,646)      13,863     (11,979)
                                                     --------    --------    ---------    --------
 Net cash provided by (used by)
   financing activities                                16,808      (9,646)      13,863     (11,979)
                                                     --------    --------    ---------    --------
Net increase (decrease) in cash                         4,811     (12,174)      (2,099)    (13,406)
Cash Beginning of Period                                1,160      19,195        8,070      20,427
                                                     --------    --------    ---------    --------
Cash End of Period                                   $  5,971    $  7,021    $   5,971    $  7,021
                                                     --------    --------    ---------    --------
</TABLE>

        The accompanying notes are an integral part of these statements.

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

                MARCH 31, 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
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

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

Company from United States  Aircraft  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 its most recent  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

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

the proposed exchange ratio.  Because of announced  negative votes by members of
the  Company's  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 has been  recorded  for  accounting  purposes at
$22,965.  The $22,965 purchase price exceeds the book value of the net assets of
Neo Vision,  Inc. at the March 31, 1999 date of acquisition by $1,097,061  which
has  been  allocated  to the  cost  of  the  video  wall  systems  software  and
technology.

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

     Supplemental  cash flow  information  related  to the assets  acquired  and
liabilities assumed from the acquisition of Neo Vision, Inc., is as follows:

     Assets
         Accounts receivable                 $   35,652
         Prepaid expenses                         3,097
         Property and equipment               1,524,946
         Other                                   18,786
                                             ----------
             Total                           $1,582,481
                                             ==========

     Liabilities
         Notes payable                           20,170
         Accounts payable                       233,818
         Accrued expenses                       106,836
         Deferred income                         11,850
         Convertible debentures & interest      740,480

                                       8
<PAGE>
NOTE 3 - ACQUISITION - NEO VISION, INC. (CONTINUED).

     Due to USAC                                310,705
     Minority interest                          136,096
                                             ----------
         Total                               $1,559,955
                                             ==========


     Class A common shares of the
       Company issued for acquisition        $   22,965
                                             ----------

     Cash provided from acquisition          $      439
                                             ----------

     The  following  unaudited  consolidated  statements of operations of United
States  Aircraft  Corporation for the six months ended March 31, 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 SIX MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                         United States
                                         Aircraft Corp.      Neo        Pro Forma      Neo Vision
                                       and Subsidiaries  Vision, Inc.  Adjustments     Corporation
                                       ----------------  ------------  -----------     -----------

Revenue
<S>                                        <C>          <C>             <C>             <C>
  Real estate education                  $  257,841                                     $   257,841
  Travel Agency                             632,454                                         632,454
  Video Wall advertising                                $  209,008                          209,008
  Other                                     180,000                     (180,000)(1)
                                         ----------     ----------                      -----------
Total revenue                            $1,070,295        209,008                      $ 1,099,303
                                         ----------     ----------                      -----------
Expenses
  Cost of sales                          $  553,187      $  81,035                      $   634,222
  Personnel expenses                        182,478         67,436                          249,914
  Facility cost                              34,757          8,147                           42,904
  Other operating cost                       67,681        257,296                          324,977
  General and administration                 93,735        180,000      (180,000)(1)         93,735
  Depreciation and amortization              21,981         27,237        36,568 (2)         85,786
                                         ----------     ----------                      -----------
Total expenses                           $  953,819      $ 621,151                      $ 1,431,538
                                         ----------     ----------                      -----------
  Income (loss) before interest Expense     116,476       (412,143)                         332,235
  Interest expense                            6,873         54,235                           61,108
                                         ----------     ----------                      -----------
Net income (loss)                        $  109,603      $(466,378)                     $  (393,343)
                                         ==========      =========                      ===========
Pro forma net income (loss) per
  share (3)                                                                             $      (.03)
</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 SIX MONTHS ENDED MARCH 1999 TO 1998

     The total revenue of $1,070,295  for the six months ended March 31, 1999 is
made up of $257,841 or 24% from the real estate  education  segment and $632,454
or 59%  from the  travel  agency  segment  with the  remaining  $180,000  or 17%
consisting  of the  management  fee charged to Neo Vision,  Inc.  Total  revenue
increased by $154,569 in 1999 compared to a $721,193  increase in 1998. The 1999
revenue  increase  consists of an increase in real estate  education  revenue of
$39,732,  a decrease  in travel  agency  sales of  $64,162  and an  increase  in
management fees and other revenues of $178,990.

     The income before interest,  depreciation and amortization expense improved
by $165,566 and consists of the following:

     Increase in Real Estate Education 1999
          income before interest, depreciation
          and amortization over 1998                             $   9,980

     Increases in Travel Agency 1999
          income before interest, depreciation and
          amortization over 1998                                 $  26,790

     Increase in consulting and other income                     $ 178,990

     Increase in general
          corporate overhead                                     $ (50,194)

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

                                                                  Increase
                                          1999         1998      (Decrease)
                                          ----         ----      ----------
     Revenue                            $257,841     $218,109     $ 39,732
                                        --------     --------     --------
     Costs and expenses
          Personnel expense              134,749      117,991       16,758
          Facility cost                   28,728       29,345         (617)
          Other operating cost            51,432       37,821       13,611
                                        --------     --------     --------
              Total                      214,909      185,157       29,752
                                        --------     --------     --------
     Income before interest,
       depreciation and
       amortization                     $ 42,932     $ 35,952     $  9,980
                                        ========     ========     ========

                                       10
<PAGE>
     The adult education  division results improved by $18,001.  The improvement
was due to a $39,732  increase  in  revenues  offset by a  $21,731  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  $8,737  increase  in  personnel  expense,   including   additional  marketing
personnel,  a $617  decrease in facility  costs and a $13,611  increase in other
operating costs.

     The $26,790  increase in the travel  agency  1999 income  before  interest,
depreciation and amortization consists of the following:

                                                                  Increase
                                          1999         1998      (Decrease)
                                          ----         ----      ----------
     Sales                              $632,455    $ 696,617     $(64,162)
     Cost of sales                       553,187      626,510      (73,323)
                                        --------    ---------     --------
          Gross profit                    79,268       70,107        9,161
                                        --------    ---------     --------
     Operating costs
          Personnel expense               47,729       69,255      (21,526)
          Facility cost                    6,028        4,304        1,724
          Other operating costs           16,248       14,075        2,173
                                        --------    ---------     --------
              Total                       70,005       87,634      (17,629)
                                        --------    ---------     --------
     Income (Loss) before interest
       depreciation and amortization    $  9,263    $ (17,527)    $ 26,790
                                        ========    =========     ========

     Sales for the travel agency  operation  decreased by $64,162 during the six
month period ending March 31, 1999 as compared to the agencies sales for the six
months ended March 31, 1998.  Gross profit during the six months ended March 31,
1999  increased by $9,161 over the  comparable  period ended March 31, 1998. The
gross profit  percentage  increased to 12 1/2%  primarily due to the decrease in
the portion of sales attributable to airline ticket sales where the gross profit
percentage  is generally at 8%.  Operating  costs for the six months ended March
31, 1999 were $70,005 compared to $87,634 for the comparable  period ended March
31, 1998. The $17,629  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.

     Other revenue  consists of the $180,000 of management fees from Neo Vision,
Inc.,  the  unconsolidated  subsidiary  acquired on June 30, 1998 which 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.  for  executive
management, general and administrative expense provided by the Company.

     General corporate overhead increased by $50,194 primarily due to management
compensation increases from the June 30, 1998 acquisition of Neo Vision, Inc.

     The above  comparison  of the results of the  Company's  segments  does not
include  depreciation  and amortization  which is used in determining  operating
income (loss) pursuant to generally accepted accounting  principles.  In the six
months ended March 31, 1999,  depreciation and amortization expense increased by
$2,712 over  depreciation and amortization for the comparable period ended March
31, 1998.  Depreciation and amortization  expense for the six months ended March
31,  1999 by segment is $7,451 for real  estate  education,  $12,628  for travel
services  and $1,902 for  corporate.  Operating  income  (loss) for each segment
pursuant to generally accepted  accounting  principles is an operating income of
$35,481 for real estate  education and an operating  loss of $(3,365) for travel
services with general corporate expenses of $93,735 offset by consulting fees of
$180,000, resulting in a consolidated operating income of $116,479.

                                       11
<PAGE>
     COMPARISON THREE MONTHS ENDED MARCH 1999 TO 1998

     The total  revenue of $599,985 for the three months ended March 31, 1999 is
made up of $148,861 or 25% from the real estate  education  segment and $361,124
or 60%  from  the  travel  agency  segment  with the  remaining  $90,000  or 15%
consisting  of the  management  fee charged to Neo Vision,  Inc.  Total  revenue
increased by $195,889 in 1999 compared to a $293,925  increase in 1998. The 1999
revenue  increase  consists of an increase in real estate  education  revenue of
$26,104,  an increase in travel agency sales of $79,785 and management  fees and
other revenues of $90,000.

     The income before interest, depreciation and amortization expense increased
by $122,880 and consists of the following:

     Increase in Real Estate Education 1999
          income before interest, depreciation
          and amortization over 1998                            $  20,595

     Increases in Travel Agency 1999
          income before interest, depreciation and
          amortization over 1998                                $  18,414

     Increase in consulting and other income                    $  90,000

     Increase in general corporate overhead                     $ (6,129)


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

                                                                  Increase
                                          1999         1998      (Decrease)
                                          ----         ----      ----------
     Revenue                            $148,861     $122,757     $ 26,104
                                        --------     --------     --------
     Costs and expenses
          Personnel expense               68,104       63,920        4,184
          Facility cost                   13,804       18,873       (5,069)
          Other operating cost            27,343       20,949        6,394
                                        --------     --------     --------
              Total                      109,251      103,742        5,509
                                        --------     --------     --------
     Income before interest,
       depreciation and amortization    $ 39,610     $ 19,015     $ 20,595
                                        ========     ========     ========

     The adult education  division results improved by $20,595.  The improvement
was due to a  $26,104  increase  in  revenues  offset  by a $5,509  increase  in
operating costs.  The revenue  increase is the

                                       12
<PAGE>
result of additional  enrollments  including  those at the new East campus.  The
operating  cost  increase  consists of a $4,184  increase in personnel  expense,
including additional  marketing  personnel,  a $5,069 decrease in facility costs
and a $6,394 increase in other operating costs.

     The decrease in the travel agency 1999 loss before  interest,  depreciation
and amortization consists of the following:

                                                                  Increase
                                          1999         1998      (Decrease)
                                          ----         ----      ----------
     Sales                              $361,125    $ 281,339     $ 79,786

     Cost of sales                       313,074      255,121       57,953
                                        --------    ---------     --------
          Gross profit                    48,051       26,218       21,833
                                        --------    ---------     --------
     Operating costs
          Personnel expense               30,793       20,879        9,914
          Facility cost                    4,874        2,528        2,346
          Other operating costs            4,823       13,664       (8,841)
                                        --------    ---------     --------
              Total                       40,490       37,071        3,419
                                        --------    ---------     --------
     Income (Loss) before interest
       depreciation and amortization    $  7,561    $ (10,853)    $ 18,414
                                        ========    =========     ========

     Sales for the travel agency operation  increased by $79,786 for the quarter
ended March 31, 1999 over the  agencies'  sales for the three months ended March
31, 1998, with a gross profit increase of $21,833.  The gross profit  percentage
improved  from 9% to 13%  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 16%.  Operating costs for the quarter were $40,490
compared to $37,071 for the three months ended March 31, 1999.

     Other revenue  consists of the $90,000 of management  fees from Neo Vision,
Inc., the subsidiary  acquired on June 30, 1998, and not consolidated  until the
acquisition  was fully assured on March 31, 1999.  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 $6,129.

     In  the  quarter  ended  March  31,  1999,  depreciation  and  amortization
increased  by $2,185 and interest  expense  increased by $540 as compared to the
three months ended March 31, 1998.

                                       13
<PAGE>
     FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     The working capital deficit increased by $1,195,384 from September 30, 1998
to $1,615,805.  Current assets  increased by $107,893 from September 30, 1998 to
$201,209. The increase consists of a $2,099 decrease in cash, a $93,258 increase
in  accounts  receivable,  and a $16,734  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  $1,303,277  from  September 30, 1998 to
$1,817,014 at March 31, 1999. The increase  consists of a $3,551 increase in the
accrued interest  related to the Company's  convertible  debentures,  a $820,677
increase  related to the Neo Vision,  Inc.  convertible  debentures,  a $339,553
increase in accounts payable, including $233,818 applicable to Neo Vision, Inc.,
a $96,902 increase in accrued expenses which consists  primarily of increases in
the accrued expense related to Neo Vision,  Inc.  Unearned tuition  increased by
$16,424.

     The long term note  receivable  of $25,000 at March 31,  1999 is related to
the sale of  Hansen  and  Associates,  Inc.  At March  31,  1999,  property  and
equipment  increased  by  $1,539,049  as a  result  of  equipment  additions  of
$1,546,022 offset by depreciation of $6,973. The equipment  additions during the
period  ended  March 31,  1999  consist of $21,076 in  additions  by the Company
consisting primarily of $18,583 of office furniture and equipment for the travel
segment and $1,524,946 related to the Neo Vision,  Inc.  acquisition,  which has
been consolidated as of March 31, 1999, consisting of the following:

     Video software and systems            $1,097,061
     Video walls equipment                    324,188
     Central Office computerized
       transmission center equipment           93,166
     Office furniture and equipment            10,531
                                           ----------
                                           $1,524,946
                                           ==========

     Goodwill decreased by $2,997 for amortization in the six months ended March
31, 1999.  Course  materials  decreased by $983 due to  amortization  in the six
months ended March 31, 1999.  Other assets  increased by $38,244  during the six
months ended March 31, 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.  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.

     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  from an unrelated  individual,  who desires to
participate in the RV Park program,  from

                                       14
<PAGE>
which it will  contribute  $1,700,000 to RVP-L.L.C.  The net  consulting  fee at
September 30, 1998 consists of the following:

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

     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 a one-time 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 as incurred and included in general and  administrative
expense.

     At September  30, 1998,  the members  equity of RVP-LLC is  $1,707,500  and
consists  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.  The Company will not  recognize  any equity in RVP-LLC until
the capital  contribution of $1,700,000 is received.  The Company's  interest in
RVP-LLC,  if the capital  contributions were recognized,  would be approximately
$135,988.

     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 $11,029 in the six months ended March 31, 1999.

     Long-term  debt  increased by $17,863 during the six months ended March 31,
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

                                       15
<PAGE>
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 5 and 12  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 August  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 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.

     OUTSTANDING DEBENTURES AND OTHER INDEBTEDNESS OF THE COMPANY AND NEO VISION

     The Company has outstanding  convertible debentures of $56,450 plus related
accrued  interest  of $33,591 at  September  30,  1998.  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  ($7.50  of
outstanding amount for one share of New Common Stock). The Company also has long
term debt of $31,360 of which $26,000 is a current liability. The long term debt
consists of a note  payable  from a bank of $1,666.  This note is due in monthly
principal payments of $833 plus interest at 10.5% per annum.  Additionally,  the
Company has notes  payable to trade  creditors  in the amount of $23,027.  These
notes  payable  carry  interest  rates  ranging from 10% to 18%. The Company has
other  current  liabilities  consisting  of notes  payable to a bank of $30,000,
accounts payable of $196,469,  accrued expenses of $204,128 and unearned tuition
of $67,474.  (See  discussion  elsewhere  in this  Management's  Discussion  and
Analysis.)

     As of March 31, 1999, Neo Vision had approximately  $800,000 in outstanding
convertible  debentures  bearing  interest  at rates of between  10% and 12% per
annum,  with  total  accrued  interest  at  March  31,  1999 of  $84,000.  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

                                       16
<PAGE>
$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, approximately 885,000 shares of New Common
Stock would be issued if all of the debenture holders elected to convert.

     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.

     At March 31, 1999, Neo Vision also has other current liabilities consisting
of notes payable of $20,170,  accounts payable of $233,818,  accrued expenses of
$106,836 and unearned revenue of $11,850. Further, at March 31, 1999, Neo Vision
has unpaid management fees and costs due to the Company of $11,850

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
$800,000.  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 -
Managements  Discussion  and  Analysis  of  Financial  Condition  and Results of
Operations, Outstanding Debentures and Other Indebtedness of the Company and Neo
Vision for a discussion  of the  convertible  debentures  of the Company and Neo
Vision, Inc.

                                       17
<PAGE>
ITEM 5. OTHER INFORMATION

     On June 30,  1998,  the  Company  acquired  Neo  Vision,  Inc.  in tax-free
exchange of  2,000,000  of the  Company's  Class A common  shares for all of the
outstanding shares of Neo Vision, Inc.

     On March 31, 1999, the acquisition of Neo Vision, Inc. became fully assured
when  the six Neo  Vision  shareholders  elected  not to  rescind  the  Exchange
Agreement.  Reference  is  made  to  Note  3 of the  March  31,  1999  financial
statements for a complete discussion of the Neo Vision, Inc. acquisition.

     On April 27, 1999, Mr. Albert  Lundstrom,  a director and the President and
Chief Executive Officer, and Mr. Jack Eberenz, a director and the Executive Vice
President and Secretary, both resigned as employees and directors of the Company
and Neo Vision, Inc. The Board of Directors has agreed to negotiate a settlement
agreement with Mr.  Lundstrom and Mr.  Eberenz and if a satisfactory  settlement
cannot be reached, the parties have agreed to mediation or binding arbitration.

     Harry V. Eastlick,  who served as Chairman of the Board and Chief Executive
Officer  until June 30,  1998,  has been  reelected as Chairman of the Board and
Chief Executive Officer.

     The  Company  intends  to hold a special  shareholders  meeting  as soon as
possible to present a proposal to amend and restate the Company's Certificate of
Incorporation.  The  amendment  is  expected  to propose to amend the  Company's
Certificate  of  Incorporation  to: (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;  (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.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) 27 - Financial Data Schedule

     (b) Reports on Form 8-K

     The  registrant  filed a current  report on Form 8-K on March 18, 1999 with
respect to the  election  notice and form  related to the six former Neo Vision,
Inc. shareholders' right to elect to rescind the Exchange Agreement.

                                       18
<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: June 2, 1999                            /s/ Harry V. Eastlick
      -----------------                       ----------------------------------
                                              Harry V. Eastlick
                                              Chairman of the Board and
                                              Chief Financial Officer