<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
flightserv.com
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.04 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
339428-10-4
- --------------------------------------------------------------------------------
(CUSIP Number)
March 31, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE> 2
CUSIP No. 339428-10-4 Page 2 of 5 Pages
SCHEDULE 13G
- -------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
C. Frank Moore
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [X]
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
5. SOLE VOTING POWER
NUMBER OF
SHARES 1,000,000(1)
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
-----------------------------------------------------
6. SHARED VOTING POWER
688,000(2)
-----------------------------------------------------
7. SOLE DISPOSITIVE POWER
1,000,000(1)
-----------------------------------------------------
8. SHARED DISPOSITIVE POWER
688,000(2)
- -------------------------------------------------------------------------------
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,688,000(1)(2)
- -------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* [ ]
- -------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
- -------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON* IN
- -------------------------------------------------------------------------------
(1) Solely in his capacity as trustee of the Dogwood Trust which has an
option to acquire 1,000,000 shares at any time on or before September
30, 1999 .
(2) Solely in his capacity as trustee of the HJR Trust which is a partner
in K & L Partnership which owns 688,000 shares of Common Stock.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 339428-10-4 Page 3 of 5 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
ITEM 1(A). NAME OF THE ISSUER:
flightserv.com
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3343 Peachtree Road, N.E. Suite 530, Atlanta, Georgia 30326.
ITEM 2(A). NAME OF PERSON FILING:
The name of the person filing this statement (the "Reporting
Person") is C. Frank Moore.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR IF NONE, RESIDENCE:
The address of the principal office of the Reporting Person is
366 Powder Springs Street, Marietta, Georgia, 30064
ITEM 2(C). CITIZENSHIP:
Mr. Moore is a citizen of the United States of America.
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $.04 par value per share (the "Common Stock").
ITEM 2(E). CUSIP NUMBER:
339428-10-4
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of
the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940,
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974 or Endowment Fund; see
13d-1(b)(1)(ii)(F),
(g) [ ] Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X].
<PAGE> 4
CUSIP No. 339428-10-4 Page 4 of 5 Pages
ITEM 4. OWNERSHIP.
C. Frank Moore is the sole trustee of the Dogwood Trust and the HJR Trust
(collectively, the "Trusts") and, as such, may be deemed to be the beneficial
owner of 1,688,000 shares of Common Stock (approximately 5.9%) which may be
deemed to be beneficially owned by the Trusts. The Dogwood Trust may be deemed
to be the beneficial owner of 1,000,000 shares of Common Stock presently owned
by Mark A. Conner which the Dogwood Trust has the right to acquire for $0.65 per
share pursuant to terms of an immediately exercisable option agreement which
expires on September 30, 1999. The Dogwood Trust has the power to direct the
disposition of the option agreement, but Mark Conner has retained the right to
vote the shares that are subject to the option agreement until such time, if
any, as the option is exercised. The HJR Trust may be deemed to be the
beneficial owner of 688,000 shares of Common Stock owned by K&L Partnership
("K&L"), a Georgia general partnership of which the HJR Trust is a 50% partner.
The HJR Trust, as a general partner of K&L, has the shared power to vote and
dispose of the 688,000 shares of Common Stock owned by K&L. The percentage of
outstanding shares of the Common Stock set out above has been computed based on
a total of 23,188,245 shares of Common Stock indicated as outstanding in the
Company's Proxy Statement dated March 29, 1999 relating to the Annual Meeting of
Stockholders held on April 21, 1999, as adjusted to reflect issuance of
4,600,000 shares of Common Stock issued on or about June 29, 1999.
The minor children of C. Beverly Lance are the beneficiaries of the Trusts but
do not have the right to vote or dispose of the shares of Common Stock
beneficially owned by the Trusts. Mr. Lance's minor children are also
beneficiaries of the Lance Children's Trust which is the beneficial owner of
3,600,000 shares of Common Stock. C. Beverly Lance is the sole trustee of the
Lance Children's Trust and neither the Trusts nor Mr. Moore have the power to
vote or dispose of any shares owned by the Lance Children's Trust. As a result,
both the Trusts and Mr. Moore disclaim beneficial ownership of the shares owned
by the Lance Children's Trust.
Mr. Moore declares that the filing of this statement on Schedule 13G shall not
be construed as an admission that he is, for the purposes of Section 13(d) or
13(g) of the Securities and Exchange Act of 1934, the beneficial owner of any
securities covered by this statement.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBER OF THE GROUP.
Not Applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
<PAGE> 5
CUSIP No. 339428-10-4 Page 5 of 5 Pages
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.
July 23, 1999
(Date)
By: /s/ C. Frank Moore
--------------------------------------
C. Frank Moore
