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 nine months ended
September 30, 2000
DATE OF REPORT: December 18, 2000
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)
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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, 2000 was 24,822,158.
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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 up to 150 passengers. Cruising at speeds of
approximately 75 miles per hour, the Rigid Airship will employ 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
passenger airship during 2001. It plans to construct the first airship to meet
certification specifications of the Federal Aviation Association. Thereafter,
Rigid Airship USA intends to construct and operate passenger cruise airships in
the United States, and may subsequently design and assemble other airships for
purposes which may include cargo, search and rescue, border patrol,
surveillance, and television broadcasting platforms.
Item 2. PROPERTIES
None
Item 3. LEGAL PROCEEDINGS
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In consideration of a 1-for-2 reverse split effective in August of
2000, the Board of Directors voted to amend the Articles of Incorporation to
adjust the number of common shares authorized. On July 25, 2000, a majority of
shareholders voted by written consent to amend Article IV of the Company's
Articles of Incorporation to adjust for the reverse split its authorized
capitalization to 36,000,000 (thirty six million) shares of common stock each
having a par value of one-tenth of one cent ($.001). At the date of the
shareholders' written consent, the Corporation had a total of 28,968,316
(pre-split) shares of common stock issued and outstanding and entitled to vote,
and a total of 26,000,000 shares consented to adopt the capitalization Amendment
In August of 2000, the Board of Directors approved submitting to a
majority of shareholders for vote an agreement whereby the Company would acquire
all of the capital stock of Rigid Airship Design N.V. and Rigid Airship B.V.,
both companies based in Holland, in exchange for 10,340,000 of Rigid Airship
USA's common shares. Five shareholders owning a total of 13,000,000 (90%) of the
14,482,158 common shares outstanding at the time voted by written consent to
approve the acquisition and issuance of shares, with the effective date of the
acquisition to be retroactive to April 30, 2000. The President and Director
executed assignment and share purchase agreements on behalf of the Company. The
financial statements for the newly acquired companies are combined into Rigid
Airship USA for the nine months ended September 30, 2000.
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PART II
Item 5. MARKET FOR COMMON SHARES
Symbol RGDA OTC: Bulletin Board
As of 09/30/2000:
24,822,158 shares outstanding of which 195,734 were free-trading. 1,902
shareholders.
Item 6. SELECTED FINANCIAL DATA
None.
Item 7. MANAGEMENTS DISCUSSION OF ANALYSIS OF FINANCIAL DATA
To reflect the acquisitions by the Company of its Dutch affiliates, the
Company's financial data has been consolidated to include that of Rigid Airship
Design N.V. and Rigid Airship B.V. for the nine months ended 9/30/2000. The
Dutch affiliates balance sheets and operating results were converted from Dutch
florins, which at the September period-end were equivalent to 2.5345 U.S.
dollars.
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
RIGID AIRSHIP USA, INC.
(A Development Stage Company)
Balance Sheets
September 30, 2000
ASSETS
Current assets
Cash and cash equivalents $ 74,239
Prepaid expenses 11,866
Total current assets 86,105
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Property and equipment, net 226,943
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Other assets
Taxes receivable 416,610
Airship license --
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Total other assets 416,610
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Total assets $ 729,658
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LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current liabilities
Accounts payable and accrued expenses $ 837,429
Interest payable 131,030
Taxes payable 310,846
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Total current liabilities 1,279,305
Non-current liabilities
Payable to shareholders 5,873,578
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Total liabilities 7,152,883
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Stockholders' equity
Preferred stock $.001 par value; 20,100,000 voting shares 20,000
authorized, 20,000,012 shares issued and outstanding
Common stock $.001 par value; 36,000,000 authorized,
24,822,158 shares issued and outstanding 24,822)
Capital in excess of par value 4,401,682
Deficit accumulated during the development stage (10,869,729)
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Total stockholders' equity (6,423,225)
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Total liabilities and stockholders' equity $ 729,658
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RIGID AIRSHIP USA, INC.
(A Development Stage Company)
Statements of Operations
For the nine months ended September 30, 2000
Revenues $ --
Expenses
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Operating and personnel expenses 436,938
Research and development 312,988
Interest expense 108,645
Other expenses 102,852
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Total expenses 961,423
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Net loss $ (961,423)
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Net loss per common share
Basic $ (0.04)
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Average shares outstanding
Basic 24,822,158
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, 55, President, Treasurer, and Director, appointed
November 16, 1998. Formerly 19 years Merrill Lynch, Chief Financial and
Administrative Officer Global Institutional Sales and Trading, Chief
administrative Officer 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. The common shares acquired represented approximately 89.89% of the
total outstanding common stock of the Company and effectively constituted a
majority stockholding position.
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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: December 19, 2000 By: /s/ DOW W. STEWART
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Dow W. Stewart, Director and
President
Date: December 19, 2000 By: /s/ ELENORA SHUMSKI
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Elenora Shumski, Secretary
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