SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q/A
QUARTERLY REPORT UNDER SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
----------------------
For Quarter Ended June 30, 1998 Commission File Number 0-9974
UNITED STATES AIRCRAFT CORPORATION
----------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 95-3518487
- ------------------------------- -----------------------------
(State or Other Jurisdiction of (I.r.s. Employer I.d. Number)
Incorporation or Organization)
3121 E. Greenway Rd. Phoenix, Arizona 85032
- ---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(602) 765-0500
-------------------------------------------------
(Registrant's Telephone No., Including Area Code)
Indicate by check mark whether the Registrant (1) 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 (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.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of June 30, 1998.
NUMBER OF SHARES CLASS
---------------- -----
9,927,504 Class A
4,962,801 Class B
<PAGE>
UNITED STATES AIRCRAFT CORPORATION
COMMISSION FILE NUMBER 0-9974
FORM 10-Q / A
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
June 30, 1998 (Unaudited) and September 30, 1997 3
Consolidated Statements of Operations (Unaudited)
for the Three and Six Months Ended June 30, 1998
and 1997 4
Consolidated Statements of Cash Flows (Unaudited)
for the Three and Six Months Ended June 30, 1998
and 1997 5
Notes to Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8
PART II - OTHER INFORMATION 12
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 5. OTHER INFORMATION 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 13
2
<PAGE>
UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 AND SEPTEMBER 30, 1997
JUNE 30, 1998
(UNAUDITED) SEPTEMBER 30, 1997
------------- ------------------
ASSETS
Current assets
Cash $ 16,465 $ 20,427
Accounts Receivable 90,497 69,311
Notes Receivable 6,250 8,000
Prepaid Expenses 24,393 21,800
----------- -----------
Total Current Assets 137,605 119,538
Advance to Officer 27,769
Note Receivable, Net of Current Portion 26,500 32,000
Land Held for Development 613,617 577,327
Property & Equipment, Net of
Accumulated Depreciation 50,351 57,154
Investment - Neo Vision 22,965
Agency Acquisition, Net of Amortization 88,231 104,774
Goodwill, Net 104,542 87,308
Course Materials 14,245 15,718
Other 5,776 24,527
----------- -----------
1,063,832 1,046,115
----------- -----------
LIABILITIES & STOCKHOLDER'S EQUITY
Current Liabilities
Note Payable, Bank 30,000
Current Portion of Long-term Debt 28,000 37,775
Trust Deed Notes Payable With Land for
Development as Collateral 601,000 601,000
Convertible Debentures & Related
Accrued Interest 88,265 82,938
Accounts Payable 65,291 86,159
Accrued Expenses 76,989 68,263
Unearned Tuition 76,266 45,290
----------- -----------
Total Current Liabilities 965,811 921,425
Long Term Debt, Net of Current Portion 13,870 19,979
Stockholders' Equity
Capital Stock
Class A: $.50 Par Value,
10,000,000 Shares Authorized,
7,927,504 Issued 4,963,752 3,826,252
Class B: $.001 Par Value,
5,000,000 Shares Authorized,
4,962,801 Issued 4,963 4,963
Paid in Capital (1,838,862) (751,827)
Retained Earnings (Deficit) (3,045,702) (2,974,677)
----------- -----------
84,151 104,711
----------- -----------
$ 1,063,832 $ 1,046,115
----------- -----------
The accompanying notes are an integral part of these statements.
3
<PAGE>
UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30 JUNE 30
------------------------ ------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue
Real Estate Education $ 125,268 $ 115,352 $ 343,377 $ 308,870
Travel Agency 358,153 1,054,770
Other 709 1,010 1,734
----------- ----------- ----------- -----------
Total Revenue $ 483,421 $ 116,061 $ 1,399,157 $ 310,604
----------- ----------- ----------- -----------
Expenses
Costs of Sales Travel
Agency 323,450 949,960
Personnel Expenses 78,864 67,056 266,110 191,640
Facility Cost 14,472 13,056 48,122 31,756
Other Operating Cost 38,540 19,590 90,436 59,724
General and Administration 29,396 20,525 72,939 48,447
----------- ----------- ----------- -----------
484,722 120,227 1,427,567 331,567
----------- ----------- ----------- -----------
Income (Loss) Before
Interest Expense,
Depreciation and
Amortization (1,301) (4,166) (28,410) (20,963)
Interest Expense 7,042 3,842 13,433 10,767
Depreciation and Amortization 9,913 4,174 29,182 12,519
----------- ----------- ----------- -----------
Income (Loss) From Continuing
Operations (18,256) $ (12,182) (71,025) $ (44,249)
Income (Loss) From
Discontinued Operations (1,273) $ (4,079)
----------- ----------- ----------- -----------
Net Income (Loss) $ (18,256) $ (13,455) $ 71,025 $ (48,328)
----------- ----------- ----------- -----------
Net Income (Loss) Per Share $ (.001) $ (.001) $ (.005) $ (.004)
----------- ----------- ----------- -----------
Weighted Number of Shares
Outstanding 12,890,305 11,695,305 12,781,971 11,494,379
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30 JUNE 30
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
Cash Flows From Operating Activities
Net Income (Loss) ($18,256) ($13,455) $(71,025) $(48,328)
Adjustments to Reconcile Net to Cash
Used by Operating Activities
Depreciation 2,612 2,481 7,986 7,443
Amortization 7,251 2,090 21,196 6,268
Net Increase (Decrease) in Current
Liabilities and (Increase) Decrease
in Accounts Receivable
Prepaid Expense and Other Assets 29,098 10,431 63,469 50,571
-------- -------- -------- --------
Net Cash Provided by (Used By)
Operating Activities 20,705 1,547 21,626 15,954
-------- -------- -------- --------
Cash Flows From Investing Activities
Reduction in Advance to Officer 4,026 27,769
Addition to Land Held for Development (11,384) (3,374) (36,290) (5,903)
Disposition (Acquisition) of Equipment (1,322) (1,183) (6,216)
-------- -------- -------- --------
Net Cash Provided by (Used By)
Investing Activities (7,358) (4,696) (9,704) (12,119)
-------- -------- -------- --------
Cash Flows From Financing Activities
Decrease in Long-term Debt (3,903) (2,985) (15,884) (8,375)
-------- -------- -------- --------
Net Cash Provided by (Used By)
Financing Activities (3,903) (2,985) (15,884) (8,375)
-------- -------- -------- --------
Net Increase (Decrease) in Cash 9,444 (6,134) (3,962) (4,540)
Cash Beginning of Period 7,021 11,731 20,427 10,137
-------- -------- -------- --------
Cash, End of Period $ 16,465 $ 5,597 $ 16,465 $ 5,597
-------- -------- -------- --------
The accompanying notes are an integral part of these statements.
5
<PAGE>
UNITED STATES AIRCRAFT CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1998 (UNAUDITED) AND SEPTEMBER 30, 1997
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments considered necessary
for a fair presentation have been included.
For further information, refer to the audited financial statements and footnotes
thereto included in the Company's Form 10-K for the year ended September 30,
1997.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of United States
Aircraft Corporation and its subsidiaries (hereinafter referred to as "the
Company"). All intercompany transactions have been eliminated in consolidation.
For further information concerning significant accounting policies, refer to the
audited financial statements and footnotes thereto in the Company's Form 10-K
for the year ended September 30, 1997.
NOTE 3 - NEO VISION, INC. ACQUISITION
At June 30, 1998, the Company acquired all of the outstanding shares of Neo
Vision, Inc. whose principal business purpose is to provide advertising,
programming and information to remote audiences using computer, video and
transmission technology throughout the United States. The acquisition was closed
with the exchange of 2,000,000 shares of the Company's Class A common stock for
all of the outstanding shares of Neo Vision, Inc. The exchange agreement
requires that an amendment and restatement of the Company's Certificate of
Incorporation be approved by the stockholders authorizing (i) the
reclassification of the Company's Class A Common Stock and Class B Common Stock
in a single new class of Common Stock ("New Common Stock,") pursuant to the
following ratios: shares of Class A Common Stock will be reclassified into
shares of New Common Stock on the basis of 10 shares of Class A Common Stock
into one share of New Common Stock and 13 shares of Class B Common Stock into
one share of New Common Stock; (ii) the issuance of up to 100,000,000 shares of
New Common Stock: (iii) the issuance of up to 75,000,000 shares of preferred
stock: (iv) the change of the name of the Company from United States Aircraft
Corporation to Neo Vision Systems, Inc. and (v) make certain technical
amendments to the Company's Certificate of Incorporation. The exchange agreement
provides that if the amendment and restatement of the Certificate of
Incorporation is not approved by a majority of each of the Class A and Class B
stockholders then the Neo Vision stockholders can each elect to rescind their
exchange of shares with the Company.
6
<PAGE>
UNITED STATES AIRCRAFT CORPORATION, AND SUBSIDIARIES
Notes to Consolidated Financial Statements (continued)
NOTE 3 - ACQUISITION - NEO VISION INC. (CONTINUED)
The financial statements of Neo Vision, Inc. will not be consolidated with the
Company, until approval of the amendment and restatement of the Certificate of
incorporation is fully assured and the investment is being accounted pursuant to
the cost method. At June 30, 1998, the investment in Neo Vision, Inc.
representing the initial 2,000,000 Class A Common Stock shares issued for all of
the outstanding shares of Neo Vision, Inc. has been recorded for financial
reporting purposes at $22,965, which represents the portion of the total
investment in Neo Vision Inc. represented by the initial issuance of the
Company's Class A shares.
Upon approval of the amendment and restatement of the Certificate of
Incorporation an additional 3,977,560 shares of the New Common Stock will be
issued to the former stockholders of Neo Vision, Inc., approximately 973,000
shares of the New Common Stock will be in exchange for the outstanding Neo
Vision, Inc convertible debentures and 753,000 shares of the New Common Stock
issued in payments of fees to a Neo Vision, Inc. financial advisor. When the
acquisition of Neo Vision, Inc is fully assured it will be accounted for under
the purchase method of accounting with a reverse merger and Neo Vision, Inc
being the acquirer for financial reporting purposes.
NOTE 4 - INVESTMENT IN RV PARK, LLC
The Company is to form RVP-LLC, an Arizona limited liability company for the
purpose of owning recreational vehicle parks that will be leased to and operated
by the Company. The operating agreement will provide that the Company will
manage RVP-LLC and that profits and losses will be allocated 90% to a trust
whose trustee is the individual from whom the RV Park consulting fee has been
earned, with the remainder allocated to the Company.
The Company has earned a consulting fee of $412,999 relating to its research
project on the recreational vehicle park industry net of its contribution to
RVP-L.L.C. The Company for over two years has investigated the recreational
vehicle park industry and instituted a program to establish a Chain of RV Parks.
In connection therewith, the Company has earned a consulting fee for its
research and development of the RV Parks program from which it will contribute
$1,700,000 to RVP-LLC. The net consulting fee at June 30, 1998 consists of the
following:
Fee, net of contribution to RVP-L.L.C. $300,000
Equity in RVP-L.L.C. 112,999
--------
$412,999
========
7
<PAGE>
The consulting fee revenue was earned upon completion of the research and the
agreement with the unrelated individual who is the trustee of the family trust
that holds 90% of RVP-LLC. However, for financial reporting purposes the
consulting fee revenue will not be recognized until it is received, since there
is insufficient evidence to assure its realization. Management believes the
consulting fee, which is expected to be revenue with an infrequent occurrence,
will be collected in the year ending September 30, 1999. The costs related to
earning the consulting fee consisted primarily of executive compensation and
travel all of which has been expensed over the period of the project.
On June 30, 1998 the Company approved the transfer to RVP-LLC of the 35.66 acres
of land in Glenn County, California subject to trust deeds payable in the amount
of $601,000. The 35.66 acres of land transferred to RVP-LLC resulted in $12,617
being included as the original investment in RVP-LLC. The $12,617 represents the
excess of the land cost at June 30, 1998 over the balance of the trust deeds
payable and it has been included in the Company's general and administrative
expenses in the quarter ended September 30, 1998. The land was acquired for the
purpose of developing the initial recreational vehicle park of the planned chain
of RV parks. The holder of the second trust deed filed a notice of default due
to non payment of interest. The LLC determined not to reinstate the defaulted
trust deed and in August 1998, RVP-LLC lost the California land in a foreclosure
sale. There are no collection activities being pursued by the trust deed
noteholders and management does not believe there will be any collection
efforts.
At June 30, 1998, the members equity of RVP-LLC is $1,707,500 and consists of
primarily of the $1,700,000 capital contribution to be received from the
consulting fee which for financial reporting purposes reduces the member's
equity of RVP-LLC until the capital contribution of $1,700,000 is received. The
Company's interest in the RVP-LLC, if the capital contributions were recognized,
would be approximately $135,988.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON NINE MONTHS ENDED JUNE 30, 1998 TO 1997
The loss before interest, depreciation and amortization expense increased by
$7,447. and consists of the following:
Increase in Real Estate Education 1998
Results over 1997 $ 34,927
Results from travel agency operation during
the nine months ended June 30, 1998 with no
comparable amount for 1997 $(17,158)
Increase in general corporate overhead $(24,492)
Decrease in other revenue $ (724)
The results from the adult education division improved by $34,927. The
improvement was due to an $34,507 increase in revenues plus a $420 decrease in
operating costs. The revenue increase is the result of additional enrollments
including those at the new East campus, and due to a $4,005 increase in
advertising revenue related to the publication of the Renewal News. The
operating cost decrease consists of an $11,067 decrease in personnel expense,
$12,484 increase in facility costs and $1,837 decrease in other operating costs.
The travel services operation was started on July 1, 1997 with the purchase of
an existing travel agency and the operating results are included during the nine
months ended June 30, 1998 with no comparable amounts for the nine months ended
June 30, 1997 as follows:
Amount
------
Sales $1,054,770
Cost of sales $ 949,960
Gross profit 104,810
Operating Costs
Personnel expense $85,537
Facility cost 3,882
Other operating costs 32,549
----------
Total operating costs 121,968
----------
Income (loss) before interest
depreciation and amortization $ (17,158)
----------
9
<PAGE>
General corporate overhead increased by $16,991 primarily due to management
compensation increases of $12,000 and professional fee increases of $4,500.
Other revenue consisting primarily of interest on travel agency deposits
declined by $724. Depreciation and amortization increased by $16,663 primarily
due to equipment and business acquisitions of the travel including services
segment. Interest increased by $42,666.
On September 30, 1997 the company sold its wholly-owned subsidiary Hansen and
Associates, Inc. dba Property Masters after determining to discontinue its real
estate brokerage and property management line of business. The financial
statements have been restated to reflect the operations of the subsidiary as a
discontinued operation reflecting a 1997 operating loss of $4,079 with no
comparable amount for 1998.
COMPARISON THREE MONTHS ENDED JUNE 30,1998 TO 1997
The loss before interest, depreciation and amortization expense decreased by
$2,865 and consists of the following:
Increase in Real Estate Education 1998
Results over 1997 $12,076
Results from travel agency operation during
the three months ended June 30, 1998 with no
comparable amount for 1997 $ 369
Increase in general corporate overhead $(8,871)
Decrease in other revenue $ (709)
The results from the adult education division improved by $12,076. The
improvement was due to an $9,916 increase in revenues plus a $2,160 decrease in
operating costs. The revenue increase is the result of additional enrollments
including those at the new East campus. The operating cost decrease consists of
an $4,474 decrease in personnel expense, $1,838 increase in facility costs and
$476 increase in other operating costs.
The travel services operation was started on July 1, 1997 with the purchase of
an existing travel agency and the operating results are included during the
three months ended June 30,1998 with no comparable amounts for the three months
ended June 30, 1997 as follows:
Amount
------
Sales $358,153
Cost of sales $323,450
Gross profit 34,703
Operating Costs
Personnel expense $16,282
Facility cost (422)
Other operating costs 18,474
----------
Total operating costs 34,334
----------
Income (loss) before interest
depreciation and amortization $ 369
----------
10
<PAGE>
Effective January 1, 1998, management reduced its full time travel staff to
bring personnel expenses in line with the revenue production with a further a
reduction of its full time staff on May 1, 1998.
General corporate overhead increased by $8,871 primarily due to professional fee
increases.
Other revenue consisting primarily of interest on travel agency deposits
declined by $709.
Depreciation and amortization increased by $5,739 primarily due to equipment and
business acquisitions. Interest increased by $3,200.
On September 30, 1997 the company sold its wholly-owned subsidiary Hansen and
Associates, Inc. dba Property Masters after determining to discontinue its real
estate brokerage and property management line of business. The financial
statements have been restated to reflect the operations of the subsidiary as a
discontinued operation reflecting a 1997 operating loss of $1,273 for the three
months ended June 30, 1997 with no comparable amount for 1998.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The working capital deficit increased $26,319 from September 30, 1997 to
$828,206. Current assets increased by $18,067 from September 30, 1997 to
$137,605. The increase consists of a $3,962 decrease in cash, a $21,186 increase
in accounts receivable, an $1,750 decrease in notes receivable and a $2,593
increase in prepaid expenses.
Current liabilities increased $44,386 from September 30, 1997 to $965,811. The
increase consists of a $30,000 increase in the Notes payable, bank related to
the new line of credit due in February 1999, a $9,775 decrease in the current
portion of long-term debt, a $5,327 increase the convertible debentures and
related to the accrued interest on the debentures, a $20,868 decrease in
accounts payable and a $8,726 increase in accrued expenses. Unearned tuition
increased by $30,976.
Advances to officer made pursuant to the officer's compensation program
decreased by $27,769. The long term note receivable of $26,500 relates to the
sale of Hansen and Associates Inc. Property and equipment decreased by $6,803 as
a result of equipment acquisitions of $1,183, offset by depreciation expense of
$7,986.
Goodwill increased by $17,234 due to the issuance of the contingent shares
related to the 1996 acquisition of Western College, Inc. valued at $20,000
offset by amortization of $2,766. Course materials decreased by $1,473 due to
amortization. Other assets decreased by $18,751.
In February 1997, the Company acquired 35.66 acres of undeveloped land in Glenn
County, California which was recorded for financial reporting purposes at
$613,617. The land had been pledged as collateral for three trust deed notes
payable totaling $601,000. Interest payments on the second and third trust deed
notes payable are delinquent and the holder of the second trust deed Note
payable filed a notice of default on March 30, 1998. On June 30, 1998, the
Company approved the transfer of its interest in the California Land to a
limited liability company (the "LLC") to be formed and to serve as the vehicle
for holding and developing the California Land. The LLC determined not to
reinstate the defaulted trust deed. Accordingly, the LLC will lose the
California Land in a foreclosure sale. See Note 4 of the Notes to financial
statements.
The July and August 1997 purchase price of the travel agencies exceeded the
indentifiable tangible assets of the agencies by $110,288 and relates primarily
to the value of the income production of the approximately 175 Home Based Travel
Agents who place their travel sales through FirsTravel . The original cost has
been reduced by amortization of $22,057 with $16,543 of amortization being
recorded in the nine months ended June 30, 1998.
11
<PAGE>
Long-term debt decreased by $6,109 due to payments. The convertible debentures
of $56,450 plus the related accrued interest are classified as current
liabilities as they were due on December 31, 1996. Currently, the debentures
remain unpaid and the Company believes that they will eventually be retired
through conversion to the Company's New Common Stock, although no assurance that
such a conversion will be elected by the debenture holders.
The Company's management has continued its program to expand the services
operations through further expansion of its existing operations plus the
acquisition of other service organizations. The working capital deficiency has
continued to limit the expansion of the Company. The acquisition of Neo Vision,
the collection of the net consulting fee, and the anticipated conversion of the
convertible debentures is expected to resolve the current working capital
deficiency. However, the Company intends to rapidly expand its Neo Vision
operation by the expected installations of 21 and 36 video walls in the years
ended September 30, 1999 and 2000, respectively at a projected cost of $250,000
for each wall. The planned expansion will require additional capital of
approximately $3,000,000 to $5,000,000 by early 1999. Additionally, the Company
is aggressively investigating acquisitions of adult education, travel services,
or other operations that are compatible with the existing operations and that
can be acquired for the Company's common stock or with debt that is retired from
the cash flow from the acquired operation. No assurance can be given that the
acquisitions or installation of the video walls will be completed or the private
placement to obtain the required capital infusion will be successful.
On June 30,1998, The Company acquired all of the outstanding shares of Neo
Vision, Inc. For additional information, reference is made to Item 5 OTHER
INFORMATION of this report.
PART II OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
The Company currently is in default on the payment of various convertible
debentures in the outstanding principal amount of $56,450. The Company currently
does not have the ability to pay any of its defaulted debt and no assurance can
be given that the Company will have sufficient capital to pay such debts.
ITEM 5. OTHER INFORMATION
On June 30, 1998, the Company acquired Neo Vision, Inc. in tax-free exchange of
2,000,000 of the Company's Class A common shares for all of the outstanding
shares of Neo Vision, Inc.
Neo Vision, Inc. (Neo), an Arizona corporation, has been in the development
stage since its inception in June, 1997. Neo has developed the technology to
provide out-of-home, high impact advertising, programming and information to
remote audiences using state of the art, computer, video and signal transmission
technology.
Neo concluded the development phase of its operation in mid June 1998 with the
start of operations of the three video screens that have been installed in Las
Vegas, Nevada.
The acquisition also provides for an increase in the Board of Directors to nine
individuals and the election of five new members to the board of directors two
of whom will be outside directors nominated by Neo. Additionally the acquisition
calls for the filing of a proxy statement shortly after closing for a
stockholders' meeting where the following will be presented for stockholder
approval:
+ Ratification and approval of The Exchange Agreement related to the Neo
Acquisition.
12
<PAGE>
+ Authorization of new common shares and an reclassification of the
currently authorized Class A and B shares for the new common shares in
a 10 for 1 and 13 for 1 reclassification ratios respectively.
+ Authorization of preferred stock with the Board of Directors being
authorized to establish preferences for separate classes of the
preferred stock.
+ Approval of a name change to Neo Vision. Systems, Inc. and a
restatement of and revision to the articles of incorporation.
+ Technical amendments to the Company's certificate of incorporation.
+ Adoption of a stock option plan along with approval of the initial
grants.
The acquisition provides for the issuance of additional shares of the New Common
stock if the shares are authorized by the stockholders at their special meeting.
Upon issuance of the additional shares the Neo shareholders will own
approximately 80% of the shares of United States Aircraft Corporation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 27 - Financial Data Schedule
(b) No Reports were filed on Form 8-K for the quarter ended
June 30, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
UNITED STATES AIRCRAFT CORPORATION
Date: 3-2-99 /s/ Albert C. Lundstrom
------- -------------------------------------------
Albert C. Lundstrom, President and Chief
Executive Officer
Date: 3-2-99 /s/ Harry V. Eastlick
-------------- -------------------------------------------
Harry V. Eastlick, Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1998
<PERIOD-END> JUN-30-1998
<EXCHANGE-RATE> 1
<CASH> 16,465
<SECURITIES> 0
<RECEIVABLES> 96,747
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 137,605
<PP&E> 124,299
<DEPRECIATION> 73,948
<TOTAL-ASSETS> 1,063,832
<CURRENT-LIABILITIES> 965,811
<BONDS> 13,870
0
0
<COMMON> 4,968,715
<OTHER-SE> (4,884,564)
<TOTAL-LIABILITY-AND-EQUITY> 1,063,832
<SALES> 1,399,157
<TOTAL-REVENUES> 1,399,157
<CGS> 949,960
<TOTAL-COSTS> 1,427,567
<OTHER-EXPENSES> 29,182
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,433
<INCOME-PRETAX> (71,025)
<INCOME-TAX> 0
<INCOME-CONTINUING> (71,025)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (71,025)
<EPS-PRIMARY> (.005)
<EPS-DILUTED> (.000)
</TABLE>
