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. Seess.240.13d-7(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
<PAGE>
CUSIP No. 14147Q Page 2 of 4
- -----------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dr. H. Lawrence Mason, ###-##-####
- -----------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) /./
(b) /X/
- -----------------------------------------------------------------------------
(3) SEC USE ONLY
- -----------------------------------------------------------------------------
(4) SOURCE OF FUNDS
PF & SC
- ----------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) /NA/
- -----------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
- -----------------------------------------------------------------------------
(7) SOLE VOTING POWER
296,600
NUMBER OF SHARES
(8) SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING PERSON .................0.................
WITH
(9) SOLE DISPOSITIVE POWER
296,600
(10) SHARED DISPOSITIVE POWER
..................0.................
- -----------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
296,600
- -----------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<PAGE>
CUSIP No. 14147Q Page 3 of 4
(See Instructions) /NA/
- -----------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.6%
- ----------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (See Instructions)
IN
- -----------------------------------------------------------------------------
Item 1. Security and Issuer.
This schedule relates to shares of Common Stock with a par value of $.01 and
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) H. Lawrence Mason; (b) Residence: 432 St. John's Drive, Satellite Beach,
Florida 32937; (c) Mr. Mason's principal business is as President of the Issuer;
(d) Mr. Mason 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. Mason 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 loaned by
the Issuer pursuant to 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. Mason 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
<PAGE>
CUSIP 14147Q Page 4 of 4
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 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 from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of registered national
securities association; (i) the Company's common stock becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; (j) any
action similar to those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Mr. Mason directly beneficially owns an aggregate interest of 14.6% in the
Issuer with a total of 280,000 common shares and 16,600 warrants. The Issuer has
a total of 50,000,000 common shares authorized. As of the date of this schedule,
1,931,200 common shares were outstanding. (b) Mr. Mason 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, Vincent T. Paris and
Mr.
Mason 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 H. Mason
Date: July 30, 1999 ----------------------------------
Mason, Lawrence H. Chief Financial
Officer, Vice President of Finance,
Secretary, Treasurer
