-----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, H3Z8MnVClH4fIx4zQlHZ1psT6CMuFS2pt6lDYYLt4NjzqX28B9cKO8B8trPoQGxE hREZWl5wDIPi18d3pP6hkw== 0000950147-98-000650.txt : 19980818 0000950147-98-000650.hdr.sgml : 19980818 ACCESSION NUMBER: 0000950147-98-000650 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980817 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED STATES AIRCRAFT CORP CENTRAL INDEX KEY: 0000350129 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 953518487 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-09974 FILM NUMBER: 98693174 BUSINESS ADDRESS: STREET 1: 3121 E. GREENWAY RD STE201 CITY: PHOENIX STATE: AZ ZIP: 85032 BUSINESS PHONE: 6027871351 MAIL ADDRESS: STREET 1: 3121 E. GREENWAY RD #201 STREET 2: STE B-6 CITY: PHOENIX STATE: AZ ZIP: 85032 10-Q 1 QUARTERLY REPORT F.T.Q.E. 6/30/98 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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 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 7 Item 3. DEFAULTS UPON SENIOR SECURITIES 11 Item 5. OTHER INFORMATION 11 PART II - OTHER INFORMATION 12 SIGNATURES 12 United States Aircraft Corporation and Subsidiaries Consolidated Balance Sheets June 30, 1998 and September 30, 1997
June 30, 1998 September 30, 1997 Assets (Unaudited) ------------ ------------------ Current Assets Cash $ 22,857 $ 20,427 Accounts receivable 416,408 69,311 Notes Receivable 7,000 8,000 Prepaid expenses 60,562 21,800 ----------- ----------- Total current assets 506,827 119,538 Advance to officer 27,769 Note receivable, net of current portion 45,794 52,044 Land held for development 577,327 Property & equipment, net of accumulated depreciation 601,561 57,154 Investment in RV Park LLC 205,502 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 ----------- ----------- 1,572,478 1,066,159 ----------- ----------- Liabilities & Stockholder's Equity Current Liabilities Note Payable, bank 55,000 Current portion of long-term debt 28,000 37,775 Convertible debentures & related accrued interest 652,242 82,938 Accounts payable 353,278 86,159 Accrued expenses 79,266 68,263 Unearned tuition 90,516 45,290 ----------- ----------- Total current liabilities 1,258,302 320,425 Long term debt, net of current portion 13,872 19,979 Trust deed notes payable with land for development as collateral 601,000 Minority Interest in Neo Vision LLC 136,096 Stockholders' Equity Capital stock Class A: $.50 par value, 10,000,000 shares authorized, 9,927,504 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 (1,855,578) (751,827) Retained earnings (deficit) (2,948,929) (2,954,633) ----------- ----------- 164,208 124,755 ----------- ----------- $ 1,572,478 $ 1,066,159 ----------- -----------
The accompanying notes are an integral part of these statements. 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 Video Wall advertising 24,961 26,992 RV Park consulting, net 485,335 485,335 Other 709 1,010 1,734 ----------- ----------- ----------- ----------- Total revenue $ 993,717 $ 116,061 $ 1,911,48 $ 310,604 ----------- ----------- ----------- ----------- Expenses Costs of sales travel agency 323,450 949,960 Personnel expenses 231,600 67,056 499,498 191,640 Facility cost 42,694 13,056 76,344 31,756 Other operating cost 42,541 19,590 239,723 59,724 General and administration 21,895 20,525 65,438 48,447 ----------- ----------- ----------- ----------- 662,180 120,227 1,830,963 331,567 ----------- ----------- ----------- ----------- Income (loss) before interest expense, depreciation and amortization 331,537 (4,166) 80,521 (20,963) Interest expense 25,294 3,842 31,685 10,767 Minority interest in Neo Vision LLC loss (11,038) (38,904) Depreciation and amortization 62,767 4,174 82,036 12,519 ----------- ----------- ----------- ----------- Income (loss) from continuing operations 254,514 $ (12,182) $ 5,704 $ (44,249) Income (loss) from discontinued operations (1,273) (4,079) Net income (loss) $ 254,514 $ (13,455) $ 5,704 $ (48,328) ----------- ----------- ----------- ----------- Net income (loss) per share .017 $ (.001) $ .000 $ (.004) ----------- ----------- ----------- ----------- Weighted number of shares outstanding 14,890,305 11,695,305 14,781,971 11,494,379 ----------- ----------- ----------- -----------
The accompanying notes are an integral part of these statements. United States Aircraft Corporation and Subsidiaries Consolidated Statements of Cash Flows For the Three Months and 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) $ 254,514 $ (13,455) $ 5,704 $ (48,328) Adjustments to reconcile net to cash used by operating activities Depreciation 19,437 2,481 24,761 7,443 Amortization 43,420 2,090 57,365 6,268 Net increase (decrease) in current liabilities and (increase) decrease in accounts receivable prepaid expense and other assets (6,964) 10,431 (49,587) 50,571 --------- --------- --------- --------- Net cash provided by (used by) operating activities 310,407 1,547 38,243 15,954 --------- --------- --------- --------- Cash flows from investing activities Reduction in advance to officer 4,026 27,769 Increase in goodwill-Western College, Inc acquisition (20,000) (20,000) Addition to land held for development (3,374) (531,903) Disposition (acquisition) of equipment (303,322) (1,322) (569,078) (6,216) Transfer land and investment in LLC (229,175) (229,175) --------- --------- --------- --------- Net cash provided by (used by) investing activities (528,471) (4,696) (790,484) (558,119) --------- --------- --------- --------- Cash flows from financing activities Convertible debentures and accrued interest including Neo Vision, Inc. debentures of $519,000 200,752 575,553 Trust deed notes payable for land acquisition 501,000 Issuance of Class A Common shares for: Land acquisition 25,000 Contingent shares-Western College, Inc. Acq 20,000 20,000 Capital contribution to Neo Vision LLC 175,000 Decrease in long-term debt (3,903) (2,985) (15,882) (8,375) --------- --------- --------- --------- Net cash provided by (used by) financing activities 196,849 (2,985) 754,671 537,625 --------- --------- --------- --------- Net increase (decrease) in cash (21,215) (6,134) 2,430 (4,540) Cash Beginning of Period 44,072 11,731 20,427 10,137 --------- --------- --------- --------- Cash, End of Period $ 22,857 $ 5,597 $ 22,857 $ 5,597 --------- --------- --------- ---------
The accompanying notes are an integral part of these statements. 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 On June 30, 1998, the Company acquired all of the outstanding shares of Neo Vision, Inc., in a tax free exchange of shares. The acquisition has been accounted for as a pooling of interest method of accounting in accordance with accounting principles Board Opinion No.16. Accordingly, the operations of Neo Vision, Inc. are included in the consolidated statement of operations for the nine months ended June 30, 1998; however, financial statements prior to October 1, 1997 have not been restated, since Neo Vision was formed in June 1997 and had no significant operations prior to October 1, 1997. Note 4 - Investment in RV Park, LLC Effective June 30, 1998, the Company approved the transfer of its interest in the 35.66 acres of undeveloped land in Glenn County, California (the "California Land") to a limited liability company to be formed and to serve as the vehicle for holding and developing the California Land. On July 30, 1998, the Company determined not to make a payment that would reinstate the defaulted second trust deed note payable and allowed the California Land to be sold in a foreclosure sale. The decision was based on the conclusion that the California Land would not help facilitate the formation of a real estate investment trust specializing in the ownership of RV Parks. Accordingly, the LLC will lose the California Land in a foreclosure sale. Any loss on the sale is expected to be offset by other capital contributions to the LLC. 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 income before interest, depreciation and amortization expense increased by $101,484. The income improvement consists of the following: Increase in Real Estate Education 1998 operating income over 1997 $ 34,927 Operating loss from travel agency operation during the nine months ended June 30, 1998 with no comparable amount for 1997 $ (17,158) RV Park consulting fees, net 485,335 Operating loss of Neo Vision, Inc. during the nine months ended June 30, 1998 with no comparable amount for 1997 (383,905) Increase in general corporate overhead $ (16,991) Decrease in other revenue $ (724) The operating income 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) The Company has earned a net consulting fee of $485,335 relating to its research project on the recreational vehicle park industry net of its contribution to RVP-1 LLC. Neo Vision, Inc. was acquired on June 30, 1998 in a tax-free exchange that has been accounted for under the pooling of interest method of accounting in accordance with Accounting Principles Board No.16; however periods prior to October 1, 1997 have not been restated since Neo Vision had no significant operations prior to that date. Neo Vision, Inc. was in the development stage until mid-June 1998 and the operating results for the nine months ended June 30, 1998 are summarized as follows: Advertising revenue $ 26,992 Operating costs Personnel expenses $ 233,388 Facility costs 28,222 Other operating costs 149,287 410,897 --------- -------- Loss before interest, minority interest in loss of LLC, depreciation and amortization $383,905 -------- 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 $69,517 primarily due to equipment and business acquisitions including $52,854 related to Neo Vision, Inc. Interest increased by $20,918 including $18,301 related to Neo Vision, Inc. Neo Vision, Inc. has a 75% interest in NV-1 LLC that owns one of its video walls. The $38,904 represents the allocated portion of the limited liability company's operating loss to the minority interest. 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 income before interest, depreciation and amortization expense increased by $335,703. The increased loss consists of the following: Increase in Real Estate Education 1998 operating income over 1997 $ 12,076 Operating loss from travel agency operation during the three months ended June 30, 1998 with no comparable amount for 1997 $ 369 RV Park consulting fees, net $ 485,335 Operating loss of Neo Vision, Inc. during the three months ended June 30, 1998 with no comparable amount for 1997 $(160,298) Increase in general corporate overhead $ (1,070) Decrease in other revenue $ (709) The operating income 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 before interest depreciation and amortization $ 369 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. The Company has earned a net consulting fee of $485,335 relating to its research project on the recreational vehicle park industry net of its contribution to RVP-1 LLC. Neo Vision, Inc. was acquired on June 30, 1998 in a tax-free exchange that has been accounted for under the pooling of interest method of accounting in accordance with Accounting Principles Board No.16; however periods prior to October 1, 1997 have not been restated since Neo Vision had no significant operations prior to that date. Neo Vision, Inc. was in the development stage until mid-June 1998 and the operating results for the three months ended June 30, 1998 are summarized as follows: Advertising revenue $ 24,961 Operating costs 185,259 (Loss) before interest, minority interest in loss of LLC, depreciation and amortization $(160,298) --------- General corporate overhead increased by $1,070 primarily due to professional fee increases. Other revenue consisting primarily of interest on travel agency deposits declined by $709. Depreciation and amortization increased by $58,593 primarily due to equipment and business acquisitions including $52,854 related to Neo Vision, Inc. Interest increased by $21,452 including $18,301 related to Neo Vision, Inc. Neo Vision, Inc. has a 75% interest in NV-1 LLC that owns one of its video walls. The $11,038 represents the allocated portion of the limited liability company's operating loss to the minority interest. 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 $550,588 from September 30, 1997 to $751,475. Current assets increased by $387,289 from September 30, 1997 to $506,827. The increase consists of a $2,430 increase in cash, a $347,097 increase in accounts receivable, an $1,000 decrease in notes receivable and a $38,762 increase in prepaid expenses. The accounts receivable increase includes a net receivable of $300,000 related to a long-term consulting project related to the RV Park industry and $25,911 related to Neo Vision trade receivables. The prepaid expense increase consists primarily of $36,169 of Neo Vision costs related to its convertible debenture offering. Current liabilities increased $937,877 from September 30, 1997 to $1,258,302. The increase consists of a $55,000, a $9,775 decrease in the current portion of long-term debt, a $569,304 increase the convertible debentures and related to the accrued interest on the debentures of which $563,977 relates to the convertible debentures of Neo Vision, a $267,119 increase in accounts payable which includes $287,987 of Neo Vision obligations primarily related to construction costs of two video walls, and a $11,003 increase in accrued expenses. Unearned tuition and advertising revenue increased by $45,226. Advances to officer made pursuant to the officer's compensation program decreased by $27,769. The long term note receivable of $45,794 relates to the sale of Hansen and Associates Inc. Property and equipment increased by $544,407 as a result of equipment acquisitions of $569,168, including the Neo Vision construction of three video walls and other equipment of approximately $550,000, offset by depreciation expense of $24,761. 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 $602,233. 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. Effective 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. Any loss on the sale is expected to be offset by other capital contributions to the LLC. The investment in the Company's equity in the limited liability company. 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. Long-term debt decreased by $6,107 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. At June 30, 1998, Neo Vision had $519,000 of convertible debentures outstanding plus related accrues interest and issue costs totaling $44,977. Subsequent to June 30, 1998, an additional $ 376,750 of debentures were issued in a Neo Vision private placement. The Company intends to seek conversion of this debt into approximately 1,269,300 shares of New Common Stock. No assurance can be given that the debentures holders will elect to convert their debt into New Common Stock. Neo Vision has a 75% interest in NV-1, LLC, an Arizona limited liability company that owns one of the video walls being operated in Las Vegas, Nevada. The minority members contributed $175,000 for their interest which has been reduced by the $38,904 of loss allocated to them for the period ended June 30, 1998. 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. 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. + Authorization of new common shares and a 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. PART II. Other Information Item 6. Exhibits and Reports on Form 8-K A. 27 - Financial Data Schedule 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: 5-17-98 /s/ Albert C. Lundstrom ---------------- ------------------------------------------ Albert C. Lundstrom, President and Chief Executive Officer Date: 5-17-98 /s/ Harry V. Eastlick ---------------- ------------------------------------------ Harry V. Eastlick, Chief Financial Officer EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS SEP-30-1998 JUN-30-1998 22,857 0 416,408 0 0 306,827 697,608 96,047 1,572,478 1,258,302 149,968 0 0 4,968,715 (4,804,507) 1,572,478 1,911,484 1,911,484 1,830,963 1,830,963 43,132 0 31,685 5,704 0 5,704 0 0 0 5,704 .000 (.000)
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