<PAGE>

                   U. S. Securities and Exchange Commission
                          Washington, D. C.  20549


                                 FORM 10-QSB


[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended June 30, 1997

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                to
                                        --------------    ------------------


                         Commission File No. 0-22711


                            NATIONAL AIR CORPORATION
                 (Name of Small Business Issuer in its Charter)


             Nevada                                  87-05065948
   (State or Other Jurisdiction of             (I.R.S. Employer I.D. No.)
    incorporation or organization)


                         5525 SOUTH 900 EAST, SUITE 110
                           Salt Lake City, Utah 84117
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801) 262-8844


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 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.

(1)  Yes  X  No             (2)  Yes  X    No
        ----    ----                 ----      ----

     APPLICABLE ONLY TO ISSUERS  INVOLVED IN BANKRUPTCY  PROCEEDINGS  DURING THE
PRECEDING FIVE YEARS

     Check whether the Issuer has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the  distribution of
securities under a Plan confirmed by a court. Yes__X___ No ______






<PAGE>



     APPLICABLE  ONLY  TO  CORPORATE  ISSUERS  Indicate  the  number  of  shares
outstanding  of each of the  Registrant's  classes  of common  stock,  as of the
latest practicable date:

                                  September 30, 1997

                                     737,505


PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB  Quarterly  Report  were  prepared  by  management  and  commence  on the
following page,  together with related Notes. In the opinion of management,  the
Financial Statements fairly present the financial condition of the Registrant.


Item 2.Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in any material operations in the period ending
June 30, 1997, or since approximately 1992. The Company intends to continue
to seek  out the  acquisition  of  assets,  property  or  business  that  may be
beneficial to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will relate to maintaining the Company in good standing in the State of Delaware
and keeping its reports  "current" with the Securities and Exchange  Commission.
Management  does not anticipate  that the Company will have to raise  additional
funds during the next 12 months.

Results of operations.
----------------------

     The Company has had no  operations  since  approximately 1992.  During the
quarterly period covered by this Report, the Company received no revenue and had
no expenses.


PART II - OTHER INFORMATION

Item 1.Legal Proceedings.
-------------------------


<PAGE>


None; not applicable.

Item 2.Changes in Securities.
-----------------------------

None; not applicable.

Item 3.Defaults Upon Senior Securities.
---------------------------------------

None; not applicable.

Item 4.Submission of Matters to a Vote of Security Holders.
-----------------------------------------------------------

     No matter was submitted to a vote of security holders of the Company during
the  period  covered by this Report.

Item 5.Other Information.
-------------------------

None; not applicable.

Item 6.Exhibits and Reports on Form 8-K.
----------------------------------------

(a)Exhibits.*

None.

(b)Reports on Form 8-K.

None.

     *A summary of any Exhibit is modified in its  entirety by  reference to the
actual Exhibit.



<PAGE>
<TABLE>
<CAPTION>

                            NATIONAL AIR CORPORATION
                                 BALANCE SHEETS
                       June 30, 1997 and December 31, 1996

                                                                      6/30/97            12/31/96
                                                                  ----------------    ----------------
                                                                      [Unaudited]
<S>                                                            <C>     <C>         <C>       <C> 
ASSETS

      Total Current Assets                                      $               0   $               0

                                                                  ----------------    ----------------
TOTAL ASSETS                                                    $               0   $               0
                                                                  ================    ================

                              LIABILITIES & EQUITY

LIABILITIES

      Current Liabilities

          Payable to Stockholders                               $           4,477   $           2,119
                                                                  ----------------    ----------------

      Total Current Liabilities                                             4,477               2,119
                                                                  ----------------    ----------------

TOTAL LIABILITIES                                                           4,477               2,119

EQUITY
          Common Stock, $.001 par value;
             authorized 20,000,000 shares; issued
             and outstanding 737,505 shares                                   738                 738
          Paid-in Capital                                                  57,469              57,469
          Accumulated Deficit                                             (62,684)            (60,326)
                                                                  ----------------    ----------------
TOTAL EQUITY                                                               (4,477)             (2,119)

                                                                  ----------------    ----------------
TOTAL LIABILITIES & EQUITY                                      $               0   $               0
                                                                  ================    ================

</TABLE>


     NOTE TO FINANCIAL  STATEMENTS:  Interim  financial  statements  reflect all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the results for the periods.  The December 31, 1996 balance  sheet
has been derived from the audited financial statements.  These interim financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.

<PAGE>
<TABLE>
<CAPTION>

                            NATIONAL AIR CORPORATION
                            STATEMENTS OF OPERATIONS
        For the Three and Six Month Periods Ended June 30, 1997 and 1996

                                             Three Months          Three Months         Six Months         Six Months
                                                 Ended                 Ended               Ended              Ended
                                                6/30/97               6/30/96             6/30/97            6/30/96
                                          -------------------   -------------------   ---------------    ---------------
                                              [Unaudited]           [Unaudited]         [Unaudited]        [Unaudited]
<S>                                      <C>     <C>           <C>         <C>     <C>       <C>      <C>       <C>
REVENUE
      Income                             $                  0  $                  0 $               0 $                0
                                          -------------------   -------------------   ---------------    ---------------
NET REVENUE                                                 0                     0                 0                  0

OPERATING EXPENSES
      Office Expenses                                      10                    15               263              1,490
      Professional Fees                                   726                     0             2,095                  0
                                          -------------------   -------------------   ---------------    ---------------
TOTAL OPERATING EXPENSES                                  736                    15             2,358              1,490

                                          -------------------   -------------------   ---------------    ---------------
NET INCOME/(LOSS)                        $               (736) $                (15)$          (2,358)$           (1,490)
                                          ===================   ===================   ===============    ===============

NET LOSS PER SHARE                       $             (0.01)                 (0.01)           (0.01)             (0.01)
                                          ===================   ===================   ===============    ===============

WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING                                         737,505             6,750,000           737,505          6,750,000
                                          ===================   ===================   ===============    ===============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                            NATIONAL AIR CORPORATION
                            STATEMENTS OF CASH FLOWS
        For the Three and Six Month Periods Ended June 30, 1997 and 1996

                                                              Three Months         Three Months         Six Months       Six Months
                                                                  Ended                Ended              Ended            Ended
                                                                 6/30/97              6/30/96            6/30/97          6/30/96
                                                             ----------------     ----------------   ----------------- -------------
                                                               [Unaudited]          [Unaudited]        [Unaudited]       [Unaudited]

<S>                                                       <C>                   <C>                <C>                 <C>  
Cash Flows Used For Operating Activities
---------------------------------------------------------
  Net Loss                                                 $            (736)   $             (15) $           (2,358) $     (1,490)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Increase/(Decrease) in accounts payable                                0                    0                   0             0
    Increase/(Decrease) in franchise taxes payable                         0                    0                   0             0
                                                             ----------------     ----------------   -----------------  ------------
      Net Cash Used For Operating Activities                            (736)                 (15)             (2,358)       (1,490)
                                                             ================     ================   =================  ============

Cash Flows Provided by Financing Activities                              736                   15               2,358         1,490
---------------------------------------------------------    ----------------     ----------------   -----------------  ------------
    Increase /(Decrease) in loans from shareholder                       736                   15               2,358         1,490

</TABLE>


<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.

                                   NATIONAL AIR CORPORATION



Date: November 11, 1997             By /s/ JEFF D. JENSON
                                  Jeffrey D. Jenson, Director and President



Date: November 11, 1997             By /S/ NICK LOVATO
                                  Nick Lovato, Director and Vice President



Date: November 11, 1997             By /S/ KIRSTEN LOVATO
                                  Kirsten Lovato, Director, Secretary/TR