SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                   QUARTERLY REPORT UNDER SECTION 13 OF 15(d)

                     of the Securities Exchange Act of 1934

                                   ----------

          For quarter ended June 30, 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 June 30, 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
                June 30, 1998 (Unaudited)
                and September 30, 1997                                  3


                Consolidated Statements of
                Operations (Unaudited) for
                the Three and Six Months ended
                June 30, 1998 and 1997                                  4


                Consolidated Statements of
                Cash Flows (Unaudited) for
                the Three and Six Months Ended
                June 30, 1998 and 1997                                  5

                Notes to Consolidated
                Financial Statements                                    6

     Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS
                  of Financial Condition and Results of
                  Operations                                            7
     Item 3.  DEFAULTS UPON SENIOR SECURITIES                           11
     Item 5.  OTHER INFORMATION                                         11

PART II - OTHER INFORMATION                                             12

SIGNATURES                                                              12
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                           Consolidated Balance Sheets
                      June 30, 1998 and September 30, 1997
<TABLE>
<CAPTION>
                                                  June 30, 1998     September 30, 1997
           Assets                                  (Unaudited)
                                                   ------------     ------------------
<S>                                                <C>                 <C>
Current Assets
  Cash                                             $    22,857         $    20,427
  Accounts receivable                                  416,408              69,311
  Notes Receivable                                       7,000               8,000
  Prepaid expenses                                      60,562              21,800
                                                   -----------         -----------
        Total current assets                           506,827             119,538
Advance to officer                                                          27,769
Note receivable, net of current portion                 45,794              52,044
Land held for development                                                  577,327
Property & equipment, net of
  accumulated depreciation                             601,561              57,154
Investment in RV Park LLC                              205,502
Agency acquisition, net of amortization                 88,231             104,774
Goodwill, net                                          104,542              87,308
Course materials                                        14,245              15,718
Other                                                    5,776              24,527
                                                   -----------         -----------
                                                     1,572,478           1,066,159
                                                   -----------         -----------
     Liabilities & Stockholder's Equity
Current Liabilities
  Note Payable, bank                                    55,000
  Current portion of long-term debt                     28,000              37,775
  Convertible debentures & related accrued interest    652,242              82,938
  Accounts payable                                     353,278              86,159
  Accrued expenses                                      79,266              68,263
  Unearned  tuition                                     90,516              45,290
                                                   -----------         -----------
        Total current liabilities                    1,258,302             320,425

Long term debt, net of current portion                  13,872              19,979
Trust deed notes payable with  land for
  development as collateral                                                601,000
Minority Interest in Neo Vision LLC                    136,096

Stockholders' Equity
  Capital stock
    Class A:  $.50 par value,
     10,000,000 shares authorized,
     9,927,504 issued                                4,963,752           3,826,252
    Class B:  $.001 par value,
     5,000,000 shares authorized,
     4,962,801 issued                                    4,963               4,963
  Paid in capital                                   (1,855,578)           (751,827)
  Retained earnings (deficit)                       (2,948,929)         (2,954,633)
                                                   -----------         -----------
                                                       164,208             124,755
                                                   -----------         -----------
                                                   $ 1,572,478         $ 1,066,159
                                                   -----------         -----------
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                      Consolidated Statements of Operations
            For the Three and Nine Months Ended June 30,1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                Three Months Ended              Nine Months Ended
                                                      June 30                        June 30
                                                      -------                        -------
                                              1998             1997             1998            1997
                                              ----             ----             ----            ----
<S>                                       <C>              <C>              <C>             <C>
Revenue
  Real estate education                   $   125,268      $   115,352      $   343,377     $   308,870
  Travel Agency                               358,153                         1,054,770
  Video Wall advertising                       24,961                            26,992
  RV  Park consulting, net                    485,335                           485,335
  Other                                                            709            1,010           1,734
                                          -----------      -----------      -----------     -----------
Total revenue                             $   993,717      $   116,061      $  1,911,48     $   310,604
                                          -----------      -----------      -----------     -----------
Expenses
  Costs of sales travel agency                323,450                           949,960
  Personnel expenses                          231,600           67,056          499,498         191,640
  Facility cost                                42,694           13,056           76,344          31,756
  Other operating cost                         42,541           19,590          239,723          59,724
  General and administration                   21,895           20,525           65,438          48,447
                                          -----------      -----------      -----------     -----------
                                              662,180          120,227        1,830,963         331,567
                                          -----------      -----------      -----------     -----------
        Income (loss) before interest
        expense, depreciation and
        amortization                          331,537           (4,166)          80,521         (20,963)

Interest expense                               25,294            3,842           31,685          10,767
Minority interest in Neo Vision LLC
   loss                                       (11,038)                          (38,904)
Depreciation and amortization                  62,767            4,174           82,036          12,519
                                          -----------      -----------      -----------     -----------
Income (loss) from continuing
operations                                    254,514      $   (12,182)     $     5,704     $   (44,249)

Income (loss) from discontinued
operations                                                      (1,273)                          (4,079)

Net income (loss)                         $   254,514      $   (13,455)     $     5,704     $   (48,328)
                                          -----------      -----------      -----------     -----------

Net income (loss) per share                      .017      $     (.001)     $      .000     $     (.004)
                                          -----------      -----------      -----------     -----------
Weighted number of shares
   outstanding                             14,890,305       11,695,305       14,781,971      11,494,379
                                          -----------      -----------      -----------     -----------
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
               United States Aircraft Corporation and Subsidiaries
                      Consolidated Statements of Cash Flows
        For the Three Months and Nine Months Ended June 30, 1998 and 1997
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                        Three Months Ended           Nine Months Ended
                                                              June 30                     June 30
                                                              -------                     -------
                                                        1998           1997          1998          1997
                                                        ----           ----          ----          ----
<S>                                                   <C>           <C>           <C>           <C>
Cash Flows From Operating Activities
   Net income (loss)                                  $ 254,514     $ (13,455)    $   5,704     $ (48,328)

   Adjustments to reconcile net to cash
   used by operating activities
   Depreciation                                          19,437         2,481        24,761         7,443
   Amortization                                          43,420         2,090        57,365         6,268

  Net increase (decrease) in current liabilities
  and (increase) decrease in accounts receivable
  prepaid expense and other assets                       (6,964)       10,431       (49,587)       50,571
                                                      ---------     ---------     ---------     ---------
  Net cash provided by (used by)
    operating activities                                310,407         1,547        38,243        15,954
                                                      ---------     ---------     ---------     ---------
Cash flows from investing activities
  Reduction in advance to officer                         4,026                      27,769
  Increase in goodwill-Western College, Inc
  acquisition                                                                       (20,000)      (20,000)
  Addition to land held for development                                (3,374)                   (531,903)
  Disposition (acquisition) of equipment               (303,322)       (1,322)     (569,078)       (6,216)

  Transfer land and investment in LLC                  (229,175)                   (229,175)
                                                      ---------     ---------     ---------     ---------
Net cash provided by (used by)
     investing activities                              (528,471)       (4,696)     (790,484)     (558,119)
                                                      ---------     ---------     ---------     ---------
Cash flows from financing activities
  Convertible debentures and accrued interest
   including Neo Vision, Inc. debentures of $519,000    200,752                     575,553
  Trust deed notes payable for land acquisition                                                   501,000
  Issuance of Class A Common shares for:
  Land acquisition                                                                                 25,000
  Contingent shares-Western College, Inc. Acq                                        20,000        20,000
  Capital contribution to Neo Vision LLC                                            175,000
  Decrease in long-term debt                             (3,903)       (2,985)      (15,882)       (8,375)
                                                      ---------     ---------     ---------     ---------
   Net cash provided by (used by)
   financing activities                                 196,849        (2,985)      754,671       537,625
                                                      ---------     ---------     ---------     ---------
Net increase (decrease) in cash                         (21,215)       (6,134)        2,430        (4,540)
  Cash Beginning of Period                               44,072        11,731        20,427        10,137
                                                      ---------     ---------     ---------     ---------
Cash, End of Period                                   $  22,857     $   5,597     $  22,857     $   5,597
                                                      ---------     ---------     ---------     ---------
</TABLE>
        The accompanying notes are an integral part of these statements.
<PAGE>
                       UNITED STATES AIRCRAFT CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                June 30, 1998 (UNAUDITED) AND SEPTEMBER 30, 1997

NOTE 1 - Basis of Presentation

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

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

NOTE 2 - Summary of Significant Accounting Policies
          Basis of Consolidation

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

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

Note 3 - Neo Vision, Inc. Acquisition

        On June 30, 1998, the Company acquired all of the outstanding  shares of
Neo Vision,  Inc., in a tax free exchange of shares.  The  acquisition  has been
accounted for as a pooling of interest  method of accounting in accordance  with
accounting  principles Board Opinion No.16.  Accordingly,  the operations of Neo
Vision,  Inc. are included in the  consolidated  statement of operations for the
nine months ended June 30, 1998; however,  financial statements prior to October
1, 1997 have not been restated, since Neo Vision was formed in June 1997 and had
no significant operations prior to October 1, 1997.

Note 4 - Investment in RV Park, LLC

         Effective  June 30,  1998,  the Company  approved  the  transfer of its
interest in the 35.66 acres of undeveloped land in Glenn County, California (the
"California  Land") to a limited  liability company to be formed and to serve as
the vehicle for holding and developing  the  California  Land. On July 30, 1998,
the Company  determined not to make a payment that would reinstate the defaulted
second trust deed note payable and allowed the  California  Land to be sold in a
foreclosure  sale. The decision was based on the conclusion  that the California
Land would not help facilitate the formation of a real estate  investment  trust
specializing  in the ownership of RV Parks.  Accordingly,  the LLC will lose the
California  Land in a foreclosure  sale.  Any loss on the sale is expected to be
offset by other capital contributions to the LLC.
<PAGE>

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

        Results of Operations

Comparison nine months ended June 30, 1998 to 1997
         The income  before  interest,  depreciation  and  amortization  expense
increased by $101,484. The income improvement consists of the following:

         Increase in Real Estate Education 1998
                operating income over 1997                         $  34,927

         Operating loss from travel agency operation  
                during the nine  months
                ended June 30, 1998 with no
                comparable amount for 1997                         $ (17,158)

         RV Park consulting fees, net                                485,335 

         Operating loss of Neo Vision, Inc. during the nine 
                months ended June 30, 1998 with no comparable 
                amount for 1997                                     (383,905)

         Increase in general
                corporate overhead                                 $ (16,991)

         Decrease in other revenue                                 $    (724)

The operating income from the adult education division improved by $34,927.  The
improvement  was due to an $34,507  increase in revenues plus a $420 decrease in
operating costs.  The revenue  increase is the result of additional  enrollments
including  those  at the new  East  campus,  and  due to a  $4,005  increase  in
advertising  revenue  related  to the  publication  of  the  Renewal  News.  The
operating cost decrease  consists of an $11,067  decrease in personnel  expense,
$12,484 increase in facility costs and $1,837 decrease in other operating costs.

The travel  services  operation was started on July 1, 1997 with the purchase of
an existing travel agency and the operating results are included during the nine
months ended June 30, 1998 with no comparable  amounts for the nine months ended
June 30, 1997 as follows:
                                                                  Amount
                                                                  ------

                Sales                                           $1,054,770

                Cost of sales                                   $  949,960
                                                                ----------


                Gross profit                                       104,810

                Operating Costs
                Personnel expense               $ 85,537

                Facility cost                      3,882

                Other operating costs             32,549
                                                --------

                     Total operating costs                         121,968
                                                                ----------
                Income (loss) before interest
                   depreciation and amortization                $  (17,158)
<PAGE>

The Company has earned a net consulting fee of $485,335 relating to its research
project on the  recreational  vehicle park industry net of its  contribution  to
RVP-1 LLC.

Neo Vision,  Inc. was acquired on June 30, 1998 in a tax-free  exchange that has
been  accounted  for under the  pooling  of  interest  method of  accounting  in
accordance  with  Accounting  Principles  Board No.16;  however periods prior to
October  1, 1997 have not been  restated  since Neo  Vision  had no  significant
operations  prior to that date. Neo Vision,  Inc. was in the  development  stage
until mid-June 1998 and the operating results for the nine months ended June 30,
1998 are summarized as follows:

        Advertising revenue                                     $ 26,992

        Operating costs
               Personnel expenses         $ 233,388
               Facility costs                28,222
               Other operating costs        149,287              410,897
                                          ---------             --------
        Loss before interest,
               minority interest in
               loss of LLC, depreciation
               and amortization                                 $383,905
                                                                --------

General  corporate  overhead  increased by $16,991  primarily  due to management
compensation  increases  of $12,000 and  professional  fee  increases of $4,500.
Other  revenue  consisting  primarily  of  interest  on travel  agency  deposits
declined by $724.  Depreciation and amortization  increased by $69,517 primarily
due to equipment  and business  acquisitions  including  $52,854  related to Neo
Vision,  Inc.  Interest  increased by $20,918  including  $18,301 related to Neo
Vision, Inc.

Neo  Vision,  Inc.  has a 75%  interest  in NV-1 LLC that  owns one of its video
walls. The $38,904  represents the allocated  portion of the limited  liability
company's operating loss to the minority interest.

On September 30, 1997 the company sold its  wholly-owned  subsidiary  Hansen and
Associates,  Inc. dba Property Masters after determining to discontinue its real
estate  brokerage  and  property  management  line of  business.  The  financial
statements  have been restated to reflect the  operations of the subsidiary as a
discontinued  operation  reflecting  a 1997  operating  loss of  $4,079  with no
comparable amount for 1998.
<PAGE>
Comparison three months ended June 30,1998 to 1997
         The income  before  interest,  depreciation  and  amortization  expense
increased by $335,703. The increased loss consists of the following:
         Increase in Real Estate Education 1998
         operating income over 1997                            $   12,076

         Operating loss from travel agency operation  
                during the three  months
                ended June 30, 1998 with no
                comparable amount for 1997                     $      369

         RV Park consulting fees, net                          $  485,335

         Operating loss of Neo Vision, Inc. during
         the three months ended June 30, 1998 with no
         comparable amount for 1997                            $(160,298)

         Increase in general
         corporate overhead                                    $  (1,070)

         Decrease in other revenue                             $    (709)

The operating income from the adult education division improved by $12,076.  The
improvement  was due to an $9,916 increase in revenues plus a $2,160 decrease in
operating costs.  The revenue  increase is the result of additional  enrollments
including those at the new East campus.  The operating cost decrease consists of
an $4,474 decrease in personnel  expense,  $1,838 increase in facility costs and
$476 increase in other operating costs.

The travel  services  operation was started on July 1, 1997 with the purchase of
an existing  travel  agency and the  operating  results are included  during the
three months ended June 30,1998 with no comparable  amounts for the three months
ended June 30, 1997 as follows:
                                                                  Amount
                                                                  ------
            Sales                                                $358,153

            Cost of sales                                        $323,450
                                                                 --------

            Gross profit                                           34,703

            Operating Costs
            Personnel expense               $16,282

            Facility cost                      (422)

            Other operating costs            18,474
                                            -------
                 Total operating costs                             34,334
                                                                 --------
            Income before interest
               depreciation and amortization                     $    369

Effective  January 1, 1998,  management  reduced its full time  travel  staff to
bring  personnel  expenses in line with the revenue  production with a further a
reduction of its full time staff on May 1, 1998.

The Company has earned a net consulting fee of $485,335 relating to its research
project on the  recreational  vehicle park industry net of its  contribution  to
RVP-1 LLC.
<PAGE>

Neo Vision,  Inc. was acquired on June 30, 1998 in a tax-free  exchange that has
been  accounted  for under the  pooling  of  interest  method of  accounting  in
accordance  with  Accounting  Principles  Board No.16;  however periods prior to
October  1, 1997 have not been  restated  since Neo  Vision  had no  significant
operations  prior to that date. Neo Vision,  Inc. was in the  development  stage
until  mid-June 1998 and the  operating  results for the three months ended June
30, 1998 are summarized as follows:

                Advertising revenue                     $  24,961

                Operating costs                           185,259

                (Loss) before interest,
                       minority interest in
                       loss of LLC, depreciation
                       and amortization                 $(160,298)
                                                        ---------

General corporate overhead increased by $1,070 primarily due to professional fee
increases.

Other  revenue  consisting  primarily  of  interest  on travel  agency  deposits
declined by $709.
Depreciation  and amortization  increased by $58,593  primarily due to equipment
and business acquisitions including $52,854 related to Neo Vision, Inc. Interest
increased by $21,452 including $18,301 related to Neo Vision, Inc.

Neo  Vision,  Inc.  has a 75%  interest  in NV-1 LLC that  owns one of its video
walls.  The $11,038  represents the allocated  portion of the limited  liability
company's operating loss to the minority interest.

On September 30, 1997 the company sold its  wholly-owned  subsidiary  Hansen and
Associates,  Inc. dba Property Masters after determining to discontinue its real
estate  brokerage  and  property  management  line of  business.  The  financial
statements  have been restated to reflect the  operations of the subsidiary as a
discontinued  operation reflecting a 1997 operating loss of $1,273 for the three
months ended June 30, 1997 with no comparable amount for 1998.

Financial Condition,  Liquidity and Capital Resources
         The working capital deficit increased  $550,588 from September 30, 1997
to $751,475.  Current  assets  increased by $387,289 from  September 30, 1997 to
$506,827.  The  increase  consists  of a $2,430  increase  in cash,  a  $347,097
increase in accounts  receivable,  an $1,000 decrease in notes  receivable and a
$38,762 increase in prepaid expenses.  The accounts receivable increase includes
a net receivable of $300,000 related to a long-term  consulting  project related
to the RV Park industry and $25,911 related to Neo Vision trade receivables. The
prepaid  expense  increase  consists  primarily  of $36,169 of Neo Vision  costs
related to its convertible debenture offering.

         Current  liabilities  increased  $937,877  from  September  30, 1997 to
$1,258,302. The increase consists of a $55,000, a $9,775 decrease in the current
portion of long-term debt, a $569,304  increase the  convertible  debentures and
related to the accrued  interest on the debentures of which $563,977  relates to
the  convertible  debentures  of Neo  Vision,  a $267,119  increase  in accounts
payable which includes $287,987 of Neo Vision  obligations  primarily related to
construction  costs of two  video  walls,  and a  $11,003  increase  in  accrued
expenses. Unearned tuition and advertising revenue increased by $45,226.

Advances  to  officer  made  pursuant  to  the  officer's  compensation  program
decreased by $27,769.  The long term note  receivable of $45,794  relates to the
sale of Hansen and Associates Inc. Property and equipment  increased by $544,407
as a result of  equipment  acquisitions  of $569,168,  including  the Neo Vision
construction of three video walls and other equipment of approximately $550,000,
offset by depreciation expense of $24,761.

Goodwill  increased  by $17,234  due to the  issuance of the  contingent  shares
related to the 1996  acquisition  of  Western  College,  Inc.  valued at $20,000
offset by amortization of $2,766.  Course  materials  decreased by $1,473 due to
amortization. Other assets decreased by $18,751.
<PAGE>
         In February 1997, the Company  acquired 35.66 acres of undeveloped land
in Glenn County,  California which was recorded for financial reporting purposes
at $602,233.  The land had been pledged as collateral for three trust deed notes
payable totaling $601,000.  Interest payments on the second and third trust deed
notes  payable  are  delinquent  and the  holder of the  second  trust deed Note
payable  filed a notice of default on March 30, 1998.  Effective  June 30, 1998,
the Company  approved the transfer of its interest in the  California  Land to a
limited  liability  company (the "LLC") to be formed and to serve as the vehicle
for holding and  developing  the  California  Land.  The LLC  determined  not to
reinstate  the  defaulted  trust  deed.  Accordingly,  the  LLC  will  lose  the
California  Land in a foreclosure  sale.  Any loss on the sale is expected to be
offset  by  other  capital  contributions  to the  LLC.  The  investment  in the
Company's equity in the limited liability company.

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 $22,057 with  $16,543 of  amortization  being
recorded in the nine months ended June 30, 1998.

Long-term debt decreased by $6,107 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 New Common Stock, although no assurance that
such a conversion will be elected by the debenture holders.

At June 30, 1998, Neo Vision had $519,000 of convertible  debentures outstanding
plus related accrues  interest and issue costs totaling  $44,977.  Subsequent to
June 30, 1998, an additional $ 376,750 of debentures were issued in a Neo Vision
private  placement.  The Company  intends to seek  conversion  of this debt into
approximately  1,269,300  shares of New Common Stock.  No assurance can be given
that the  debentures  holders  will elect to convert  their debt into New Common
Stock.

Neo Vision has a 75% interest in NV-1, LLC, an Arizona limited liability company
that owns one of the video  walls  being  operated  in Las  Vegas,  Nevada.  The
minority members contributed  $175,000 for their interest which has been reduced
by the $38,904 of loss allocated to them for the period ended June 30, 1998.

The  Company's  management  has  continued  its  program to expand the  services
operations  through  further  expansion  of its  existing  operations  plus  the
acquisition of other service  organizations.  The working capital deficiency has
continued to limit the expansion of the Company.  The acquisition of Neo Vision,
the collection of the net consulting fee, and the anticipated  conversion of the
convertible  debentures  is  expected to resolve  the  current  working  capital
deficiency.  However,  the  Company  intends  to  rapidly  expand its Neo Vision
operation  by the expected  installations  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  additional  capital  of
approximately $3,000,000 to $5,000,000 by early 1999. 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.

On June  30,1998,  The Company  acquired  all of the  outstanding  shares of Neo
Vision,  Inc.  For  additional  information,  reference  is made to Item 5 Other
Information of this report.

Item 3.  Defaults Upon Senior Securities

The  Company  currently  is in  default on the  payment  of various  convertible
debentures in the outstanding principal amount of $56,450. The Company currently
does 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.
<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. Neo Vision, Inc. (Neo), an Arizona  corporation,  has
been in the  development  stage  since  its  inception  in June,  1997.  Neo has
developed  the  technology  to provide  out-of-home,  high  impact  advertising,
programming  and  information  to  remote  audiences  using  state  of the  art,
computer,   video  and  signal  transmission   technology.   Neo  concluded  the
development phase of its operation in mid June 1998 with the start of operations
of the three video screens that have been  installed in Las Vegas,  Nevada.  The
acquisition  also  provides  for an increase in the Board of  Directors  to nine
individuals  and the election of five new members to the board of directors  two
of whom will be outside directors nominated by Neo. Additionally the acquisition
calls  for  the  filing  of a  proxy  statement  shortly  after  closing  for  a
stockholders'  meeting  where the following  will be presented  for  stockholder
approval:

          +    Ratification  and approval of the Exchange  Agreement  related to
               the Neo acquisition.
          +    Authorization of new common shares and a reclassification  of the
               currently  authorized  Class A and B  shares  for the new  common
               shares  in a 10  for 1 and  13  for  1  reclassification  ratios,
               respectively.
          +    Authorization  of  preferred  stock  with the Board of  Directors
               being authorized to establish preferences for separate classes of
               the preferred stock.
          +    Approval  of a name  change to Neo Vision.  Systems,  Inc.  and a
               restatement of and revision to the articles of incorporation.
          +    Technical   Amendments   to   the   Company's    Certificate   of
               Incorporation.
          +    Adoption  of a stock  option  plan  along  with  approval  of the
               initial grants.

The acquisition provides for the issuance of additional shares of the New Common
stock if the shares are authorized by the stockholders at their special meeting.
Upon  issuance  of  the  additional   shares  the  Neo  shareholders   will  own
approximately 80% of the shares of United States Aircraft Corporation.
<PAGE>


PART II.   Other Information

Item 6.      Exhibits and Reports on Form 8-K
                A. 27 - Financial Data Schedule


                                   SIGNATURES

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



                                      UNITED STATES AIRCRAFT CORPORATION




Date: 5-17-98                         /s/ Albert C. Lundstrom
     ----------------                 ------------------------------------------
                                      Albert C. Lundstrom, President and Chief
                                      Executive Officer



Date: 5-17-98                         /s/ Harry V. Eastlick
     ----------------                 ------------------------------------------
                                      Harry V. Eastlick, Chief Financial Officer