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 December 31, 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                                        3,957,400
----------------------------------                           ------------------
Title of Class                                     Number of Shares outstanding
                                                        at December 31, 1998
No exhibits included.

                                                        1

<PAGE>
<TABLE>
<CAPTION>




                            LAS VEGAS AIRLINES, INC.
                        Statements of Financial Position

                                     ASSETS

                                                                                     Sept. 30,         Dec. 31,
                                                                                       1998              1998


<S>                                                                                <C>             <C>
CURRENT ASSETS - CASH                                                              $      185,130  $        4,727
                                                                                   --------------  --------------

    EQUITY INVESTMENT                                                                     638,758
    DEPOSITS                                                                              542,000         542,000
    TOTAL ASSETS                                                                   $    1,180,758  $      546,727


                      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)     (1,132,648)



          TOTAL STOCKHOLDERS' EQUITY                                                      397,154       (446,202)


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $    1,180,758  $      546,727

</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               FOR THE
                                                         THREE MONTHS          THREE MONTHS
                                                             ENDED                 ENDED
                                                       December 31, 1997     December 31, 1998

<S>                                                    <C>                     <C>
REVENUES                                               $                       $
                                                       ---------------         -
OPERATING EXPENSES

     General and Administrative                                     15              255,598
     Amortization
TOTAL OPERATING EXPENSES                                            15              255,598

WRITE OFF OF INVESTMENT                                                        (638,758)

NET (Loss)                                             $          (15)         $  (945,356)
                                                       ===============         ============
NET (Loss) PER SHARE                                   $         (Nil)         $      (.24)


WEIGHTED AVERAGE NUMBER OF
     SHARES OUTSTANDING                                      3,624,600            3,940,400











</TABLE>















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

                                                        3

<PAGE>

<TABLE>
<CAPTION>


                            LAS VEGAS AIRLINES, INC.
                            Statements of Cash Flows





                                                             FOR THE                FOR THE
                                                           THREE MONTHS          THREE MONTHS
                                                               ENDED                 ENDED
                                                           Dec. 31, 1997         Dec. 31, 1998

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                          <C>               <C>
    Net (Loss)                                               $       (15)      $  (255,598)

    Add item not requiring the use of cash
         Amortization

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

    Net cash flows from operating activities                                               (231,403)

CASH FLOWS FROM INVESTING ACTIVITIES

    Net cash used in 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                                                   (180,403)

CASH BALANCE AT BEGINNING OF PERIOD                                                 185,130

CASH BALANCE AT END OF PERIOD                                $                 $      4,727







</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
            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 December 31, 1998,  the results of
            operations  for the three months  ended  December 31, 1998 and 1997,
            and the cash flows for the three months ended  December 31, 1998 and
            1997.

            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  December  31,  1998  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

                  The Company  sold 20,400  Shares of Common  Stock in a private
                  placement at a price of $2.50 per share to one investor during
                  the three months ended December 31, 1998.

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  November  6, 1998 to change its fiscal year to
                  September 30.


                                                         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>