SECURITIES AND EXCHANGE COMMISSION

                                             WASHINGTON, D.C. 20549

                                                  FORM 10-QSB\A
[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the quarterly period ended June 30, 1998

[        ] 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) 488-8494
                      (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                                     3,816,600
----------------------------------                         ------------------
Title of Class                                    Number of Shares outstanding
                                                           at June 30, 1998
No exhibits included.

                                                        1

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<TABLE>
<CAPTION>



                                            LAS VEGAS AIRLINES, INC.
                                        Statements of Financial Position

                                                     ASSETS

                                                                                     March 31,         June 30,
                                                                                       1998              1998


CURRENT ASSETS - CASH                                                              $               $      108,208
                                                                                   --------------  --------------

<S>                                                                                       <C>             <C>   
NOTE RECEIVABLE                                                                        50,000          50,000
    EQUITY INVESTMENT                                                                          --         500,000
    DEPOSIT                                                                                    --          10,000
    MARKETING RIGHTS                                                                           --          50,000

TOTAL ASSETS                                                                       $       50,000  $      718,208


                                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                               $       15,188  $       59,949
    Note payable - related party                                                           50,000          60,100
    Note payable - acquisition (Note 6)                                                                   250,000


          Total Current Liabilities                                                $       65,188  $      370,049

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; 3,624,600 and 3,816,600 shares
    issued and outstanding                                                                  3,625           3,817

Additional paid-in Capital                                                                    821         480,629

Accumulated deficit during the development stage                                         (19,634)       (136,287)



          TOTAL STOCKHOLDERS' EQUITY                                                     (15,188)         348,159


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $       50,000  $      718,208


</TABLE>

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

                                                        2

<PAGE>

<TABLE>
<CAPTION>


                                            LAS VEGAS AIRLINES, INC.
                                            Statements of Operations



                                                                                                          CUMULATIVE
                                                                                                        FROM
                                                            FOR THE               FOR THE                IN-
                                                         THREE MONTHS          THREE MONTHS         (May 4,1992)
                                                           ENDED TO              ENDED TO                TO
                                                         June 30, 1997         June 30, 1998        June 30, 1998
                                                         -------------         -------------        -------------

REVENUES $                                                           $                    $
         ----------------------------------------------              ----------           -
OPERATING EXPENSES

<S>                                                                 <C>             <C>                   <C>    
     General and Administrative                                     15              116,653               136,016
     Amortization                                                    5                                        271
                                                       ---------------         ------------          ------------
TOTAL OPERATING EXPENSES                                            20              116,653               136,287


NET (Loss)                                             $          (20)         $  (116,653)          $  (136,287)
                                                       ===============         ============          ============
NET (Loss) PER SHARE                                   $         (Nil)         $      (Nil)          $      (.05)


WEIGHTED AVERAGE NUMBER OF
     SHARES OUTSTANDING                                      3,624,600            3,624,600             2,580,348


























</TABLE>

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

                                                        3

<PAGE>

<TABLE>
<CAPTION>


                                            LAS VEGAS AIRLINES, INC.
                                      Statement of Changes in Stockholders'
                                       Equity From Inception (May 4, 1992)
                                              Through June 30, 1998


                                                                                                      Accumulated
                                                                                                        Deficit
                                                         Common Stock                Additional       During the
                                                                                       Paid-In        Development
                                                   Shares             Amount           Capital           Stage            Total


Issuance of common stock
<S>                                                    <C>       <C>              <C>               <C>                            
     for cash                                          400,000   $           400  $           100   $                $          500
Net (loss)                                                                                                   (269)            (269)
Balances at
     March 31, 1993                                    400,000               400              100            (269)              231

Net (loss)                                                                                                 (1,661)          (1,661)
Contribution to capital                                                                       500                               500
Sale of shares in private placement
     on September 30, 1993                              24,600                25              221                               246
Balances at
     March 31, 1994 (Unaudited)                        424,600   $           425  $           821   $      (1,930)   $        (684)

Net (Loss)(Unaudited)                                                                                      (4,280)          (4,280)
Issuance of Shares - Failed
     Acquisition - June 1, 1994                      3,200,000             3,200                                              3,200
Balances at
     March 31, 1995 (Unaudited)                      3,624,600   $         3,625  $           821   $      (6,210)   $      (1,764)

Net (Loss) (Unaudited)                                                                                       (588)            (588)
Balances at
     March 31, 1996 (Unaudited)                      3,624,600   $         3,625  $           821   $      (6,798)   $      (2,352)

Net (Loss)(Unaudited)                                                                                        (247)            (247)
Balances at
     March 31, 1997 (Unaudited)                      3,624,600   $         3,625  $           821   $      (7,045)   $      (2,599)

Net (Loss)(Unaudited)                                                                                     (13,589)         (12,589)
Balances at
     March 31, 1998 (Unaudited)                 $    3,624,600   $         3,625  $           821   $     (19,634)   $     (15,188)



Issuance of Shares for Intangible Asset                       20,000            20               49,980                    50,000

Sale of Shares in private
     Placement, June 30, 1998                          172,000               172          429,828                           430,000
Net loss (unaudited)                                                                                     (116,653)        (116,653)


Balances at
     June 30, 1998 (unaudited)                  $    3,796,600   $         3,797  $       480,629   $      136,287   $      348,159

</TABLE>


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

                                                                 4

<PAGE>
<TABLE>
<CAPTION>



                                             LAS VEGAS AIRLINES, INC.
                                           (A Development Stage Company)
                                             Statements of Cash Flows



                                                                                                  CUMULATIVE
                                                                                                     FROM
                                                             FOR THE                FOR THE        INCEPTION
                                                           THREE MONTHS          THREE MONTHS     May 4, 1992
                                                               ENDED                 ENDED            TO
                                                           June 31, 1997         June 31, 1998   June 30, 1998
                                                           -------------         -------------   -------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                          <C>               <C>             <C>           
    Net (Loss)                                               $       (20)      $  (116,653)    $    (136,287)

    Add item not requiring the use of cash
         Amortization                                                   5                                 271

    (Increase) in deposit                                                          (10,000)          (10,000)
    Increase (decrease) in accounts payable                                  15                              59,949

    Net cash flows from operating activities                                                         (86,067)

CASH FLOWS FROM INVESTING ACTIVITIES
    Equity Investment                                                             (250,000)         (250,000)
    Loan to Subsidiary                                                                               (50,000)
    Organization Costs                                                                                  (271)
    Net cash used in investing activities                                         (250,000)         (300,271)

CASH FLOWS FROM FINANCING ACTIVITIES
    Contribution to Capital                                                                               500
    Sale of common stock                                                            430,000           433,946
    Proceeds from related party loan                                                 10,100            60,100


    Net Cash flows from financing activities                                        440,100           494,546

NON CASH ACTIVITY - ISSUANCE OF
    SHARES FOR MARKETING RIGHTS                              $                 $     50,000    $       50,000
NET INCREASE IN CASH                                                                108,208           108,208

CASH BALANCE AT BEGINNING OF PERIOD                                                      --                --
                                                             ------------      ------------    --------------

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






</TABLE>


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

                                                         5

<PAGE>



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
            is engaged in the business of offering scheduled Commuter and 
Charter airline services through its 51%
            owned subsidiary, Las Vegas Airlines, Inc. (Nevada).  The Company 
accounts for its ownership of Las
            Vegas Airlines, Inc. (Nevada) on the equity method.  See Note 3.

            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,  1998,  the  results of
            operations  for the three months  ended June 30, 1998 and 1997,  and
            the cash flows for the three months ended June 30, 1998 and 1997.

            Reference  is made to the  Company's  Form 10-KSB for the year ended
            March 31, 1998. The results of operations for the three months ended
            June 30,  1998 are not  necessarily  indicative  of the  results  of
            operations  to be expected for the full fiscal year ending March 31,
            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.


NOTE 3.     PURCHASE OF STOCK

            On April 28, 1998 the Company  acquired  51% of the common  stock of
            Las Vegas Airlines,  Inc., a Nevada  Corporation,  as disclosed in a
            Form 8-K dated  April 28,  1998,  as amended  on July 9,  1998.  The
            purchase  price of $500,000 is reflected as an equity  investment in
            the balance sheet as of June 30, 1998.

            The  fiscal  year-end  of  Las  Vegas   Airlines,   Inc.,  a  Nevada
            corporation,  is September 30. A summary  (unaudited)  balance sheet
            and  (unaudited)  income  statement  as of June 30, 1998 and for the
            nine-months then ended follows:
<TABLE>
<CAPTION>

ASSETS
<S>      <C>                                                                  
    Cash $                                                              16,655
    Accounts Receivable                                                             48,296
    Inventory-parts                                                                129,340
    Income tax refunds                                                              80,393
    Excise tax refunds                                                               7,463
    Prepaid insurance                                                                3,494
         Total current assets                                                      285,644

    Furniture, vehicles and equipment-net                                           48,953
    Other assets                                                                    14,596
         Total assets                                                         $    349,193

</TABLE>


                                                         6

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<TABLE>
<CAPTION>


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S>                                                                           <C>         
    Checks draw in excess of cash in bank                                     $     23,857
    Accounts payable                                                               168,158
    Other accrued liabilities                                                      104,524
    Current portion of long-term debt                                              334,074
         Total current liabilities                                                 630,613

    Long-term debt                                                                   8,182
         Total liabilities                                                         638,795

STOCKHOLDERS' EQUITY
    Common stock; no par value; 2500 Shares
         authorized; 2500 Shares issued and
         outstanding                                                                 5,000

    Paid-in capital                                                                 30,041

    Retained earnings (deficit)                                                  (324,643)
                                                                                 (289,602)

         Total liabilities and stockholder's equity                           $    349,193



Revenues                                                                      $  1,403,407
Cost of Revenues                                                                 1,299,543
Gross Profit                                                                       103,804
Selling, general and administrative expenses                                       308,883
Operating loss                                                                   (205,079)
Other income (expense)                                                              66,607
Loss before income taxes (credit)                                                (138,472)
Income taxes (credit)                                                             (37,200)
Net loss                                                                      $  (101,272)

</TABLE>

                                                         7

<PAGE>





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

         The Company's loss of $116,653  primarily is attributable to the losses
         of its 51%  owned  subsidiary,  Las  Vegas  Airlines,  Inc.,  a  Nevada
         corporation  ("LVA  Nevada").  LVA Nevada's  business is located in Las
         Vegas and historically  the first quarter is not profitable  because of
         the lower  passenger  count  resulting  from  summer  temperatures.  In
         addition,  LVA Nevada's  experience is that every few summers the World
         Cup Soccer Match reduces June passenger count significantly, as many of
         its non-US  customers  stay home or journey to non-US  destinations  to
         view  this  match.  The  remaining  loss is due to the  start  up costs
         connected with the Company's  expansion in the  Caribbean.  No revenues
         are anticipated  from these  operations until the last calendar quarter
         of 1998.

         The  Company's  cash needs for the next twelve  months are estimated at
         $1,600,000.  These needs are expected to be met from proceeds of equity
         and debt  placements,  from  shareholder  advances and eventually  from
         operations.  The Company may need additional  capital in the future for
         expansion,  or if  its  planned  expansion  in  the  Caribbean  is  not
         profitable,  of which  there can be no  assurance.  The  Company has no
         lines of credit available to it.

PART II.  OTHER INFORMATION

Item 1.   LEGAL PROCEEDINGS  -  None

Item 2.   CHANGES IN SECURITIES - and Use of Proceeds
        ---------------------

         The Company sold 172,000 Shares of Common Stock in a private  placement
         at a price of $2.50 per share to accredited and sophisticated investors
         during the three  months ended June 30,  1998,  and sold an  additional
         20,000 Shares to acquire  certain  Marketing  rights  associated with a
         toll free telephone number.

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.  The  Company  filed a Current  Report on Form 8-K
         dated  April 28,  1998 to report  the  acquisition  of 51% of Las Vegas
         Airlines, Inc., a Nevada corporation,  (LVA Nevada). By an amendment on
         Form 8-K/A, the Company filed the audited  financial  statements of LVA
         Nevada  for the years  ended  September  30,  1997 and 1996 and the six
         months ended March 31, 1998.


                                                         8

<PAGE>



                                                    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 13, 1998        By:  /s/ Jehu Hand
                                      -------------
                                      Jehu Hand
                                      President and Chief Financial
                                      Officer (chief financial officer
                                      and accounting officer and duly
                                      authorized officer)



                                                         9

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