SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                 FORM 10-Q/A

                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 / A

                                      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             8

PART II - OTHER INFORMATION                                                12

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES                          12

         ITEM 5.  OTHER INFORMATION                                        12

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                         13

SIGNATURES                                                                 13

                                       2
<PAGE>
               UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1998 AND SEPTEMBER 30, 1997


                                           JUNE 30, 1998
                                            (UNAUDITED)       SEPTEMBER 30, 1997
                                           -------------      ------------------
                                 ASSETS
Current assets
  Cash                                     $    16,465           $    20,427
  Accounts Receivable                           90,497                69,311
  Notes Receivable                               6,250                 8,000
  Prepaid Expenses                              24,393                21,800
                                           -----------           -----------
    Total Current Assets                       137,605               119,538
Advance to Officer                              27,769
Note Receivable, Net of Current Portion         26,500                32,000
Land Held for Development                      613,617               577,327
Property & Equipment, Net of
  Accumulated Depreciation                      50,351                57,154
Investment - Neo Vision                         22,965
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
                                           -----------           -----------
                                             1,063,832             1,046,115
                                           -----------           -----------

                       LIABILITIES & STOCKHOLDER'S EQUITY

Current Liabilities
  Note Payable, Bank                            30,000
  Current Portion of Long-term Debt             28,000                37,775
  Trust Deed Notes Payable With Land for
    Development as Collateral                  601,000               601,000
  Convertible Debentures & Related
    Accrued Interest                            88,265                82,938
  Accounts Payable                              65,291                86,159
  Accrued Expenses                              76,989                68,263
  Unearned Tuition                              76,266                45,290
                                           -----------           -----------
    Total Current Liabilities                  965,811               921,425

Long Term Debt, Net of Current Portion          13,870                19,979

Stockholders' Equity
  Capital Stock
    Class A: $.50 Par Value,
      10,000,000 Shares Authorized,
      7,927,504 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                           (1,838,862)             (751,827)
  Retained Earnings (Deficit)               (3,045,702)           (2,974,677)
                                           -----------           -----------
                                                84,151               104,711
                                           -----------           -----------
                                           $ 1,063,832           $ 1,046,115
                                           -----------           -----------

        The accompanying notes are an integral part of these statements.

                                       3
<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
 Other                                  709        1,010         1,734
                                -----------  -----------   -----------  -----------
Total Revenue                   $   483,421  $   116,061   $ 1,399,157  $   310,604
                                -----------  -----------   -----------  -----------
Expenses
 Costs of Sales Travel
 Agency                             323,450      949,960
 Personnel Expenses                  78,864       67,056       266,110      191,640
 Facility Cost                       14,472       13,056        48,122       31,756
 Other Operating Cost                38,540       19,590        90,436       59,724
 General and Administration          29,396       20,525        72,939       48,447
                                -----------  -----------   -----------  -----------
                                    484,722      120,227     1,427,567      331,567
                                -----------  -----------   -----------  -----------
    Income (Loss) Before
    Interest Expense,
    Depreciation and
    Amortization                     (1,301)      (4,166)      (28,410)     (20,963)

Interest Expense                      7,042        3,842        13,433       10,767

Depreciation and Amortization         9,913        4,174        29,182       12,519
                                -----------  -----------   -----------  -----------
Income (Loss) From Continuing
Operations                          (18,256) $   (12,182)      (71,025) $   (44,249)

Income (Loss) From
Discontinued Operations              (1,273) $    (4,079)
                                -----------  -----------   -----------  -----------

Net Income (Loss)               $   (18,256) $   (13,455)  $    71,025  $   (48,328)
                                -----------  -----------   -----------  -----------

Net Income (Loss) Per Share     $     (.001) $     (.001)  $     (.005) $     (.004)
                                -----------  -----------   -----------  -----------

Weighted Number of Shares
   Outstanding                   12,890,305   11,695,305    12,781,971   11,494,379
                                -----------  -----------   -----------  -----------
</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 NINE MONTHS ENDED JUNE 30, 1998 AND 1997
                                   (UNAUDITED)


                                        THREE MONTHS ENDED    NINE MONTHS ENDED
                                               JUNE 30             JUNE 30
                                        ------------------    -----------------
                                           1998      1997      1998       1997
                                           ----      ----      ----       ----
Cash Flows From Operating Activities
  Net Income (Loss)                     ($18,256) ($13,455)  $(71,025) $(48,328)

  Adjustments to Reconcile Net to Cash
    Used by Operating Activities
  Depreciation                             2,612     2,481      7,986     7,443
  Amortization                             7,251     2,090     21,196     6,268

  Net Increase (Decrease) in Current
   Liabilities and (Increase) Decrease
   in Accounts Receivable
   Prepaid Expense and Other Assets       29,098    10,431     63,469    50,571
                                        --------  --------   --------  --------
Net Cash Provided by (Used By)
  Operating Activities                    20,705     1,547     21,626    15,954
                                        --------  --------   --------  --------
Cash Flows From Investing Activities
  Reduction in Advance to Officer          4,026    27,769
  Addition to Land Held for Development  (11,384)   (3,374)   (36,290)   (5,903)
  Disposition (Acquisition) of Equipment  (1,322)   (1,183)    (6,216)
                                        --------  --------   --------  --------
Net Cash Provided by (Used By)
  Investing Activities                    (7,358)   (4,696)    (9,704)  (12,119)
                                        --------  --------   --------  --------
Cash Flows From Financing Activities
  Decrease in Long-term Debt              (3,903)   (2,985)   (15,884)   (8,375)
                                        --------  --------   --------  --------
  Net Cash Provided by (Used By)
  Financing Activities                    (3,903)   (2,985)   (15,884)   (8,375)
                                        --------  --------   --------  --------

Net Increase (Decrease) in Cash            9,444    (6,134)    (3,962)   (4,540)
Cash Beginning of Period                   7,021    11,731     20,427    10,137
                                        --------  --------   --------  --------
Cash, End of Period                     $ 16,465  $  5,597   $ 16,465  $  5,597
                                        --------  --------   --------  --------

        The accompanying notes are an integral part of these statements.

                                       5
<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

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

                                       6
<PAGE>
              UNITED STATES AIRCRAFT CORPORATION, AND SUBSIDIARIES

             Notes to Consolidated Financial Statements (continued)


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

The financial  statements of Neo Vision,  Inc. will not be consolidated with the
Company,  until approval of the amendment and  restatement of the Certificate of
incorporation is fully assured and the investment is being accounted pursuant to
the  cost  method.  At  June  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  3,977,560  shares of the New Common Stock will be
issued to the former  stockholders of Neo Vision,  Inc.,  approximately  973,000
shares of the New  Common  Stock will be in  exchange  for the  outstanding  Neo
Vision,  Inc  convertible  debentures and 753,000 shares of the New Common Stock
issued in payments of fees to a Neo Vision,  Inc.  financial  advisor.  When the
acquisition  of Neo Vision,  Inc is fully assured it will be accounted for under
the purchase  method of  accounting  with a reverse  merger and Neo Vision,  Inc
being the acquirer for financial reporting purposes.

NOTE 4 - INVESTMENT IN RV PARK, LLC

The Company is to form 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  will  provide 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-L.L.C.  The Company  for over two years has  investigated  the  recreational
vehicle park industry and instituted a program to establish a Chain of RV Parks.
In  connection  therewith,  the  Company  has  earned a  consulting  fee for its
research and  development of the RV Parks program from which it will  contribute
$1,700,000 to RVP-LLC.  The net  consulting fee at June 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
                                                     ========

                                       7
<PAGE>
The  consulting  fee revenue was earned upon  completion of the research and the
agreement  with the unrelated  individual who is the trustee of the family trust
that  holds 90% of  RVP-LLC.  However,  for  financial  reporting  purposes  the
consulting fee revenue will not be recognized until it is received,  since there
is  insufficient  evidence to assure its  realization.  Management  believes the
consulting  fee, which is expected to be revenue with an infrequent  occurrence,
will be collected in the year ending  September  30, 1999.  The costs related to
earning the consulting  fee consisted  primarily of executive  compensation  and
travel all of which has been expensed over the period of the project.

On June 30, 1998 the Company approved the transfer to RVP-LLC of the 35.66 acres
of land in Glenn County, California subject to trust deeds payable in the amount
of $601,000.  The 35.66 acres of land transferred to RVP-LLC resulted in $12,617
being included as the original investment in RVP-LLC. The $12,617 represents the
excess of the land cost at June 30,  1998 over the  balance  of the trust  deeds
payable and it has been  included in the  Company's  general and  administrative
expenses in the quarter ended  September 30, 1998. The land was acquired for the
purpose of developing the initial recreational vehicle park of the planned chain
of RV parks.  The holder of the second  trust deed filed a notice of default due
to non payment of interest.  The LLC  determined  not to reinstate the defaulted
trust deed and in August 1998, RVP-LLC lost the California land in a foreclosure
sale.  There are no  collection  activities  being  pursued  by the  trust  deed
noteholders  and  management  does  not  believe  there  will be any  collection
efforts.

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

                                       8
<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 loss before interest,  depreciation and  amortization  expense  increased by
$7,447. and consists of the following:

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

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

      Increase in general corporate overhead                 $(24,492)

      Decrease in other revenue                              $   (724)

The  results  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)
                                                          ----------

                                       9
<PAGE>
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 $16,663 primarily
due to equipment  and business  acquisitions  of the travel  including  services
segment. Interest increased by $42,666.

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.

COMPARISON THREE MONTHS ENDED JUNE 30,1998 TO 1997

The loss before interest,  depreciation and  amortization  expense  decreased by
$2,865 and consists of the following:

      Increase in Real Estate Education 1998
        Results over 1997                                    $12,076

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

      Increase in general corporate overhead                 $(8,871)

      Decrease in other revenue                              $  (709)

The  results  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 (loss) before interest
        depreciation and amortization                     $      369
                                                          ----------

                                       10
<PAGE>
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.

General corporate overhead increased by $8,871 primarily due to professional fee
increases.

Other  revenue  consisting  primarily  of  interest  on travel  agency  deposits
declined by $709.

Depreciation and amortization increased by $5,739 primarily due to equipment and
business acquisitions. Interest increased by $3,200.

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  $26,319  from  September  30, 1997 to
$828,206.  Current  assets  increased  by $18,067  from  September  30,  1997 to
$137,605. The increase consists of a $3,962 decrease in cash, a $21,186 increase
in accounts  receivable,  an $1,750  decrease in notes  receivable  and a $2,593
increase in prepaid expenses.

Current liabilities  increased $44,386 from September 30, 1997 to $965,811.  The
increase  consists of a $30,000  increase in the Notes payable,  bank related to
the new line of credit due in February  1999,  a $9,775  decrease in the current
portion of long-term  debt, a $5,327  increase the  convertible  debentures  and
related  to the  accrued  interest  on the  debentures,  a $20,868  decrease  in
accounts  payable and a $8,726 increase in accrued  expenses.  Unearned  tuition
increased by $30,976.

Advances  to  officer  made  pursuant  to  the  officer's  compensation  program
decreased by $27,769.  The long term note  receivable of $26,500  relates to the
sale of Hansen and Associates Inc. Property and equipment decreased by $6,803 as
a result of equipment  acquisitions of $1,183, offset by depreciation expense of
$7,986.

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.

In February 1997, the Company  acquired 35.66 acres of undeveloped land in Glenn
County,  California  which was  recorded  for  financial  reporting  purposes at
$613,617.  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.  On 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.  See Note 4 of the Notes to  financial
statements.

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.

                                       11
<PAGE>
Long-term debt decreased by $6,109 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.

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.

                           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. 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.

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.

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<PAGE>
     +    Authorization  of new  common  shares and an  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.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

          (a)  27 - Financial Data Schedule

          (b)  No Reports were filed on Form 8-K for the quarter ended 
               June 30, 1998.

                                   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: 3-2-99                         /s/ Albert C. Lundstrom
     -------                         -------------------------------------------
                                     Albert C. Lundstrom, President and Chief
                                     Executive Officer

Date: 3-2-99                         /s/ Harry V. Eastlick
     --------------                  -------------------------------------------
                                     Harry V. Eastlick, Chief Financial Officer

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