SECURITIES AND EXCHANGE COMMISSION

                                             WASHINGTON, D.C. 20549

                                                   FORM 10-QSB
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 1999

[        ] TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the transition period from  __________________
         to __________________

         Commission File Number 0-22310

                                            LAS VEGAS AIRLINES, INC.
                    (Exact Name of Registrant as specified in its Charter)


            Delaware                                     33-0564327
(State or other Jurisdiction of                         I.R.S. Employer Identi-
Incorporation or Organization                                   fication No.)

      24901 Dana Point Harbor Drive, Suite 200, Dana Point, California 926290
(Address of Principal Executive Offices)                           (Zip Code)

                                                 (949) 489-2400
                     (Registrant's Telephone Number, including Area Code)




         Indicate by check mark whether the Registrant (i) 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  (of for such  shorter  period  that the
Registrant  was required to file such reports) and (ii) 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 the latest practicable date.

Common Stock, $.001 par value                                        3,957,400
----------------------------------                          ------------------
Title of Class                                   Number of Shares outstanding
                                                            at June 30, 1999
No exhibits included.

                                                        1

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<CAPTION>


                                            LAS VEGAS AIRLINES, INC.
                                        Statements of Financial Position

                                                     ASSETS

                                                                                     Sept. 30,         June 30,
                                                                                       1998              1999


<S>                                                                                <C>             <C>
CURRENT ASSETS - CASH                                                              $      185,130  $
                                                                                   --------------  -

    EQUITY INVESTMENT                                                                     638,758
    DEPOSITS                                                                              542,000
    TOTAL ASSETS                                                                   $    1,180,758  $


                                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                               $        2,634  $
    Note payable - related party                                                          966,100


          Total Current Liabilities                                                $      968,734  $

STOCKHOLDERS' EQUITY
Preferred Stock, $.001 par value; 1,000,000 shares
    authorized; no shares issued and outstanding

Common Stock, $.001 par value; 20,000,000 shares
    authorized; 3,937,000 and 3,957,400 shares
    issued and outstanding                                                                  3,937           3,957

Additional paid-in Capital                                                                631,509         682,489

Accumulated deficit during the development stage                                        (238,292)       (686,446)



          TOTAL STOCKHOLDERS' EQUITY                                                      397,154


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $    1,180,758  $

</TABLE>


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

                                                        2

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<TABLE>
<CAPTION>



                                            LAS VEGAS AIRLINES, INC.
                                            Statements of Operations


                                                FOR THE NINE MONTHS                    FOR THE THREE
                                                   MONTHS ENDED                         MONTHS ENDED
                                                     June 30,                             June 30,
                                              1999             1998               1999                 1998



<S>                                     <C>               <C>              <C>                     <C>
REVENUES                                $                 $                 $                     $

OPERATING EXPENSES -  General
 and Administrative                            260,325           116,683                 423            116,653

TOTAL OPERATING EXPENSES                       260,325           116,683                 423            116,653

WRITE OFF OF INVESTMENT                      (638,758)

GAIN ON TRANSFER OF ASSETS                     450,929                               450,929


NET (LOSS)                              $    (448,154)    $    (116,683)    $      (450,506)      $   (116,653)

NET (LOSS) PER SHARE                    $        (.11)   $         (Nil)(Nil)                     (Nil)


WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                       3,938,700         3,624,600           3,957,400          3,624,600















</TABLE>








                                 See accompanying Notes to Financial Statements.

                                                        3

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<TABLE>
<CAPTION>


                                            LAS VEGAS AIRLINES, INC.


                                                        STATEMENTS OF CASH FLOWS


                                                FOR THE NINE MONTHS                     FOR THE THREE
                                                       ENDED                            MONTHS ENDED
                                                     June 30,                             June 30,
                                              1999             1998               1999                 1998

CASH FLOWS FROM OPERATING
ACTIVITIES

<S>                                     <C>               <C>               <C>                   <C>
  Net (Loss)                            $    (448,154)    $    (116,683)    $        450,506      $   (116,653)

  (Increase) in deposit                        542,000          (10,000)             542,000           (10,000)
  Increase (decrease) in accounts
   payable                                   (968,734)            44,791           (992,929)             44,761



  Net cash flows from operating
   activities                                (874,888)          (81,892)               (423)           (81,892)

CASH FLOWS FROM INVESTING ACTIVITIES
Equity Investment                              638,758         (250,000)                              (250,000)


Net cash used in investing activities                 638,858           (250,000)                              (250,000)

CASH FLOWS FROM FINANCING
  ACTIVITIES
   Proceeds from related party loan                                     10,100                                  10,100
   Sale of Common Stock                         51,000           430,000                                430,000


  Net Cash flows from financing
   activities                                   51,000           440,100                                440,100

NET INCREASE (DECREASE) IN CASH                  (185,130)         108,208           (423)                 108,208

CASH BALANCE AT BEGINNING
  OF PERIOD                                    185,130                                   423

CASH BALANCE AT END OF
  PERIOD                                $                 $      108,208    $                     $     108,208

</TABLE>


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

                                                                   4

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LAS VEGAS AIRLINES, INC.                          Notes to Financial Statements

NOTE 1      ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

            The Company was incorporated under the laws of the State of Delaware
            on May 4, 1992.  The Company was engaged in the business of offering
            scheduled   Commuter  and  Charter  airline   services  through  its
            subsidiary, Las Vegas Airlines, Inc. (Nevada). The Company wrote off
            its  ownership  of Las Vegas  Airlines,  Inc.  (Nevada)  during  the
            December 1998 quarter.  As of June 30, 1999 the Company  transferred
            its rights to  $542,000  in deposits  and rights  pertaining  to its
            ownership of Las Vegas Airlines, Inc. (Nevada) to a related party in
            exchange for its assumption of $992,929 in debt of the Company.

            The  accompanying  financial  statements are  unaudited,  but in the
            opinion of the management of the Company,  contain all  adjustments,
            consisting of only normal recurring  accruals,  necessary to present
            fairly the  financial  position  at June 30,  1999,  the  results of
            operations  for the three and six  months  ended  June 30,  1999 and
            1998, and the cash flows for the three and six months ended June 30,
            1999 and 1998.

            Reference  is made to the  Company's  Form 10-KSB for the year ended
            September 30, 1998.  The results of operations  for the three months
            ended June 30, 1999 are not necessarily indicative of the results of
            operations to be expected for the full fiscal year ending  September
            30, 1999.


NOTE 2      CASH AND CASH EQUIVALENTS

            The Company  considers all short-term  investments  with an original
            maturity of three months or less to be cash equivalents.





                                                         5

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

                  The Company ceased operations in December 1998.

                           PART II. OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS  -  None

Item 2.     CHANGES IN SECURITIES - and Use of Proceeds- None

Item 3.     DEFAULTS UPON SENIOR SECURITIES - None

Item 4.     SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - None

Item 5.     OTHER INFORMATION - None

Item 6.     EXHIBITS AND REPORTS ON FORM 8-K

                  Exhibits--None

                  Reports on Form 8-K--None.


                                                         6

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                                                    SIGNATURES

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


                                              LAS VEGAS AIRLINES, INC.



Date:     August 1, 1999                     By:            /s/ Jehu Hand
                                                               -------------
                                                                   Jehu Hand
                                                 President and Chief Financial
                                               Officer (chief financial officer
                                               and accounting officer and duly
                                                      authorized officer)



                                                         7

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