UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
CARDINAL AIRLINES, INC.
COMMON STOCK
CUSIP NO. 14147Q
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
July 21, 1999
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.240.13d-1(e), ss.240.13d(f) or ss.240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4
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CUSIP No. 14147Q Page 2 of 4
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(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LAWRENCE A. WATSON, ###-##-####
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /./
(b) /X/
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(3) SEC USE ONLY
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(4) SOURCE OF FUNDS
PF, SC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /NA/
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(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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(7) SOLE VOTING POWER
304,080
NUMBER OF SHARES
(8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON .................0.................
WITH
(9) SOLE DISPOSITIVE POWER
304,080
(10) SHARED DISPOSITIVE POWER
..................0.................
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
304,080
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(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /NA/
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(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5
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CUSIP No. 14147Q Page 3 of 4
15.7%
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(14) TYPE OF REPORTING PERSON (See Instructions)
IN
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Item 1. Security and Issuer.This schedule relates to shares of Common Stock
with a par value of $.01, Purchase Warrants exercisable at $11.00 of Cardinal
Airlines, Inc. (the "Issuer") The Issuer's principal executive office is
located at 1380 Sarno Road, Suite B, Melbourne, FL 32935. The Company's
President is Lawrence A. Watson. H. Lawrence Mason is the Chief Financial
Officer, Vice-President of Finance, Secretary and Treasurer.
Item 2. Identity and Background.
(a) Lawrence A. Watson; (b) Residence: 1564 Raymore Street N.W., Palm Bay,
Florida 32097; (c) Mr. Watson's principal business is as President of the
Issuer; (d) Mr. Watson has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) in the last five years;
(e) Mr. Mason has not, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding been subject to a judgement, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws on finding any violation with respect to
such laws. (f) Mr. Watson is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Some of the funds were from personal funds with the remainder being borrowed
from the Issuer under a promissory note. Some of the funds were obtained for the
purpose of purchasing and holding securities.
Item 4. Purpose of Transaction.
The purpose of purchases of securities by Mr. Watson is investment. The
reporting person intends to continuously review his position in Cardinal
Airlines, Inc. and may, depending upon the evaluation of the Company's business
and prospects, as well as upon future developments, price, availability of
shares and other factors, determine to increase, decrease or eliminate his
position in the Company. The reporting person is not considering any plans or
proposals which relate to or would result in: (a) the acquisition or disposition
by any person of additional securities of the issuer other than general
knowledge that the issuer's securities are the subject of a public offering
where its and selling securities holders securities will be sold and purchased;
(b) an extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Company or any of its subsidiaries; (c) a sale or
transfer of a material
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CUSIP No. 14147Q Page 4 of 4
amount of assets of the Company or any of its subsidiaries; (d) any change in
the Company's Board of Directors or management; (e) any material change in the
present capitalization or dividend policy of the Company; (f) any material
change in the Company's business, corporate structure, charter or by-laws; (g)
any change in the issuer's charter, bylaws or instruments which would impede the
acquisition of control of the Company by any person; (h) any class of securities
of the Company to be delisted; (i) the Company's common stock to be eligible to
be deregistered under the Securities Exchange Act of 1934; or (j) any action
similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Watson directly beneficially owns an aggregate interest of 15.7% in the
Company with a total of 290,000 common shares and 14,080 warrants. The Issuer
has a total of 50,000,000 common shares authorized. As of the date of this
schedule, 1,931,200 shares of common stock were outstanding. (b) Mr. Watson has
the power to vote all shares owned in the Company and to dispose or to direct
the disposition of those shares; (c) No transactions were effected during the
last 60 days; (d) the directors as set forth in the Issuer by-laws may vote to
pay out dividends. The Board of Directors of the Issuer have the right to
declare and direct dividends. The Board consists of H. Lawrence Mason, Ted A.
Walker, Vincent T. Paris and Mr. Watson each owning more than 5% of the
outstanding common shares of the Issuer;(e) NA.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Materials to Be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
/s/ Lawrence A. Watson
Date: July 30, 1999 -----------------------------
Watson, Lawrence A. Chairman
of the Board, President, CEO
