-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KstGf5kn05GC0nfoosSJ03XyDsRhHWHWAuugxhpiV1fsFBZyHi2qnAcUonYzQz+w xJ8GHp7O5aCo0LUWEAGIug== 0000950147-99-000173.txt : 19990303 0000950147-99-000173.hdr.sgml : 19990303 ACCESSION NUMBER: 0000950147-99-000173 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19990302 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES AIRCRAFT CORP CENTRAL INDEX KEY: 0000350129 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 953518487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 000-09974 FILM NUMBER: 99555158 BUSINESS ADDRESS: STREET 1: 3121 E. GREENWAY RD STE201 CITY: PHOENIX STATE: AZ ZIP: 85032 BUSINESS PHONE: 6027650500 MAIL ADDRESS: STREET 1: 3121 E. GREENWAY RD #201 STREET 2: STE B-6 CITY: PHOENIX STATE: AZ ZIP: 85032 10-Q/A 1 AMENDMENT NO. 1 TO FORM 10-Q FTQE 6/30/98 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 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 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 UNITED STATES AIRCRAFT CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED JUNE 30 JUNE 30 ------------------------ ------------------------ 1998 1997 1998 1997 ---- ---- ---- ---- 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 ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these statements. 4 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 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 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 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 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 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 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 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 + 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 EX-27 2 FINANCIAL DATA SCHEDULE
5 1 U.S. DOLLAR 9-MOS SEP-30-1998 OCT-01-1998 JUN-30-1998 1 16,465 0 96,747 0 0 137,605 124,299 73,948 1,063,832 965,811 13,870 0 0 4,968,715 (4,884,564) 1,063,832 1,399,157 1,399,157 949,960 1,427,567 29,182 0 13,433 (71,025) 0 (71,025) 0 0 0 (71,025) (.005) (.000)
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