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
Vincent T. Paris, ###-##-####
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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
294,080
NUMBER OF SHARES
(8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON .................0.................
WITH
(9) SOLE DISPOSITIVE POWER
294,080
(10) SHARED DISPOSITIVE POWER
..................0.................
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(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,080
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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)
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CUSIP NO. 14147Q Page 3 of 4
14.5%
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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 and
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) Vincent T. Paris; (b) Residence: 855 Hawser Street, N.E., Palm Bay, Florida
32907; (c) Mr. Paris's principal business is as an officer and director of the
Issuer;(d) Mr. Paris 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. Paris 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 loaned from the
Issuer for 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. Paris 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
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CUSIP NO. 14147Q Page 4 of 4
Company or any of its subsidiaries; (c) a sale or transfer of a material 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. Paris directly beneficially owns an aggregate interest of 14.5% in the
Company with a total of 280,000 common shares and 14,080 warrants to purchase
common shares. The Issuer has a total of 50,000,000 common shares authorized. As
of 1,931,200 common shares were outstanding. (b) Mr. Paris 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 Lawrence A. Watson, Ted A. Walker, H. Lawrence Mason and
Mr. Paris 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/ Vincent T. Paris
Date: July 30, 1999 -----------------------------
Paris, Vincent T. Vice
President of Logistics
Support, Director
