UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 10-QSB
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT
OF 1934 For the quarterly period ended
September 30, 1999
DATE OF REPORT: November 2, 1999
RIGID AIRSHIP USA , INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-25187 88-0410474
(STATE OR OTHER JURISDICTION NO.) (COMMISSION FILE NUMBER) (IRS EMPLOYER I.D.)
130 87th Street
Stone Harbor, NJ 08247
Telephone Number (609) 368-1106
Fax Number (609) 368-6446
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
1800 East Sahara Avenue
Suite # 107
Las Vegas, Nevada 89104
702-939-0390
(FORMER NAME OR FORMER ADDRESS, OF CHANGE SINCE LAST ADDRESS.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
(NONE)
- ------------------------------- -----------------------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 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.
[X] Yes [] No
The number of shares of the registrant's common stock $.001 par value
outstanding as of September 30, 1999 was 28,951,983.
1
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RIGID AIRSHIP USA, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1999
- --------------------------------------------------------------------------------
ASSETS $ --
----------
CURRENT ASSETS
Cash $ --
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Total Current Assets --
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OTHER ASSETS
--
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$
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Total Current Liabilities $ --
==========
2
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PART I
Item 1. BUSINESS
The Company changed its business operations, majority ownership, and
name on November 10, 1998. Rigid Airship USA has entered the business of
alternative air transportation carriers in the form of operating, marketing, and
manufacturing classic Rigid Airships. Designed to operate in the lower altitude
below 10,000 feet, which is nearly free of commercial air traffic, the first
Rigid Airships will convey 150-250 passengers. Cruising at approximately 75
miles per hour, the Rigid Airship employs six engines which power large,
slowly-turning propellers, producing only a small fraction of the noise level
common to conventional commercial aircraft. Rigid Airships will have exceptional
range, and be capable of staying aloft for periods exceeding two weeks.
Distinctly different from pressurized airships known as blimps, the
Rigid Airship's rigid structure provides hull space for the comforts associated
with ocean cruise ships. Employing some of the technology and design of the
famous Zeppelins which began the world's first airline in 1910, the Rigid
Airship will exploit modern improvements in engines, fabrics, electronics,
aluminum, modern day radar, and avionics. Employing fire retardant helium as a
lifting gas, the Rigid Airship will provide spacious, comfortable, hotel-like
amenities to passengers enjoying smooth, quiet cruising. With elegant dining,
lounging, and entertainment centers, the airships provide incomparable panoramic
enjoyment through large viewing windows.
The Company intends to conclude design specifications of its prototype
airship on or around year-end, 1999. It plans to construct a hangar and airfield
in Lelystad, near Amsterdam, The Netherlands, where the first airship will be
assembled and tested to meet certification specifications of the Dutch
government. Preliminary planning schedules anticipate the prototype being aloft
around year-end, 2001. Thereafter, plans call for construction of future
airships within the United States that will fulfill airship certification
requirements of the Federal Aviation Association. Rigid Airship intends to
construct and operate passenger cruise airships within the United States, and
expects subsequently to design and assemble cargo airships.
Item 2. PROPERTIES
None
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On September 19, 1999, Director and majority shareholders approved the
change from the original guarantor who was to assume all liabilities existing
when the Company assumed control from SynFuel technology in November, 1998. The
failure of the previous guarantor to complete the contract resulted in
rescinding 1.8 million restricted shares. The 1.8 million restricted shares were
then issued to Altas Free Enterprise Corp., in consideration for which Atlas
assumed Rigid's $465,643 in accounts payable liabilities which appeared on
Rigid's year-end 1998 balance sheet. The exchange of aged accounts payable for
shares resulted in Rigid having no liabilities on its September 30, 1999 balance
sheet.
3
<PAGE>
PART II
Item 5. MARKET FOR COMMON SHARES
Symbol RAIR OTC: Bulletin Board
As of 09/30/1999:
28,951,983 shares outstanding of which 169,652 were free-trading. 1,911
shareholders.
Item 6. SELECTED FINANCIAL DATA
Item 7. MANAGEMENTS DISCUSSION OF ANALYSIS OF FINANCIAL DATA
On November 9, 1998, the company disposed of all of its assets and
liabilities. The company agreed to transfer all of its existing assets and
business to San Pedro Securities whereby the company paid San Pedro Securities
the sum of $200,000, in exchange for the assumption of any and all liabilities
of the company. Subsequent to the transfer date, there was a dispute over the
assumed liabilities. Totaling $465,643 in accounts payable, the liabilities
continued to be carried on the books of the company as of 12/31/98. In
September, 1999, the company issued shares to Atlas Free Enterprise Corp. in
exchange for Atlas's assumption of all previously existing liabilities (see Part
I, Item 4.)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial Statements
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
DOW W. STEWART, 54, President, Treasurer, and Director, appointed
November 16, 1998. Formerly 19 years Merrill Lynch, Chief Financial and
Administrative Officer Global Institutional Sales and Trading, Global Equities
and Research Divisions, Group Manager Office of Corporate Strategy. RJ Walls &
Company, Senior Managing Partner, Treasurer and CFO. Stone & McCarthy Research
Associates, Chief Operating Officer and Treasurer.
ELENORA SHUMSKI, 34, Secretary. Formerly publicly traded real estate
development firm, architectural and interior furnishings. Background in investor
relations, SEC filings, receivables, payables, purchasing, payroll, business
software, office management, inventory control, client and vendor relations.
Item 11. EXECUTIVE COMPENSATION
Not applicable.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On November 9, 1998, Rigid Airship Holdings NV, a Curacao Corporation,
acquired 26,000,000 shares of common stock and 20,000,000 of preferred stock of
the company. These common shares represented approximately (89.89) % of the
total outstanding common stock of the Company and effectively constituted a
majority stockholding position.
4
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Item 13. CERTAIN RELATIONSHIPS
Not Applicable.
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 hereunto duly authorized.
Date: November 12, 1999 By: /s/ DOW W. STEWART
------------------------------------
Dow W. Stewart, Director and
President
Date: November 12, 1999 By: /s/ ELENORA SHUMSKI
------------------------------------
Elenora Shumski, Secretary
5
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