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 March 31, 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) 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                                       3,957,400
----------------------------------                            ------------------
Title of Class                                     Number of Shares outstanding
                                                           at March 31, 1999
No exhibits included.

                                                        1

<PAGE>

<TABLE>
<CAPTION>


                            LAS VEGAS AIRLINES, INC.
                        Statements of Financial Position

                                     ASSETS

                                                                                     Sept. 30,         Mar. 31,
                                                                                       1998              1999


<S>                                                                                <C>             <C>
CURRENT ASSETS - CASH                                                              $      185,130  $          423
                                                                                   --------------  --------------

    EQUITY INVESTMENT                                                                     638,758
    DEPOSITS                                                                              542,000         542,000
    TOTAL ASSETS                                                                   $    1,180,758  $      542,423


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                               $        2,634  $       26,829
    Note payable - related party                                                          966,100         966,100


          Total Current Liabilities                                                $      968,734  $      992,929

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)     (1,136,952)



          TOTAL STOCKHOLDERS' EQUITY                                                      397,154       (450,506)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $    1,180,758  $      542,423

</TABLE>


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

                                                        2

<PAGE>

<TABLE>
<CAPTION>


                            LAS VEGAS AIRLINES, INC.
                            Statements of Operations


                                                FOR THE SIX MONTHS                     FOR THE THREE
                                                   MONTHS ENDED                         MONTHS ENDED
                                                     March 31,                            March 31,
                                              1999             1998               1999                 1998



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

OPERATING EXPENSES -  General
 and Administrative                            259,902                30               4,304                 15

TOTAL OPERATING EXPENSES                       259,902                30               4,304                 15

WRITE OFF OF INVESTMENT                      (638,758)

NET (LOSS)                              $    (949,660)    $         (30)    $        (4,304)      $        (15)

NET (LOSS) PER SHARE                    $        (.24)   $         (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

<PAGE>

<TABLE>
<CAPTION>


                            LAS VEGAS AIRLINES, INC.


                                                        STATEMENTS OF CASH FLOWS


                                                FOR THE SIX MONTHS                      FOR THE THREE
                                                       ENDED                            MONTHS ENDED
                                                     March 31,                            March 31,
                                              1999             1998               1999                 1998

CASH FLOWS FROM OPERATING
ACTIVITIES

<S>                                     <C>               <C>               <C>                   <C>
  Net (Loss)                            $    (259,902)    $         (30)    $        (4,304)      $        (15)

  Add item not requiring the
   use of cash

  Increase (decrease) in accounts
   payable                                      24,195                30                                     15



  Net cash flows from operating
   activities                                (235,707)                               (4,304)

CASH FLOWS FROM INVESTING ACTIVITIES


CASH FLOWS FROM FINANCING
  ACTIVITIES
   Sale of Common Stock                         51,000


  Net Cash flows from financing
   activities                                   51,000

NET INCREASE (DECREASE) IN CASH                    184,707                             (4,304)

CASH BALANCE AT BEGINNING
  OF PERIOD                                    185,130                                 4,727

CASH BALANCE AT END OF
  PERIOD                                $          423    $                 $            423      $


</TABLE>

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

                                                                   4

<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 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.

            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 March 31,  1999,  the results of
            operations  for the three and six months  ended  March 31,  1999 and
            1998,  and the cash flows for the three and six months  ended  March
            31, 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 March 31, 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

<PAGE>





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

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



                                                         7

<PAGE>