FORM 10-KSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to _______________
Commission File No. 33-55254-10
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SEAIR GROUP, INC. (Formerly Vicuna, Inc.)
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(Exact name of registrant as specified in its charter)
Nevada 87-0438825
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State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification No.)
6831 Edgewater Commerce, Parkway #1110
Orlando, FL 32810
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 445-1035
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past
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
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Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [X]
State issuer's revenues for its most recent fiscal year: $ 297,109
The aggregate market value of the common voting stock held by non-affiliates
as of April 3, 2000: Not determinable.
Shares outstanding of the registrant's common stock as of April 3, 2000:
1,744,531 shares.
Transitional Small Business Disclosure Format:
Yes No X
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<PAGE>
(f) Compensation of Directors.
None
(g) Employment Contracts and Termination of
Employment and Change in Control Arrangements
(h) Report on Repricing of Options/SARS
None
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
(a) Security Ownership of Certain Beneficial Owners.
The following table sets forth, as of April 3, 2000 the ownership of
Common Stock by persons known to the Company to own beneficially more than 5% of
the outstanding shares of Common Stock after giving effect to the one for seven
reverse split of the Company's Common Stock of March 16, 2000:
<TABLE>
<CAPTION>
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership(1) of Class
-------- ---------------- ----------------------- --------
<S> <C> <C>
Common Lighthouse Holdings, Inc. 142,857 8.2%
Stock P.O. Box 127
Town Centre Mall
Providenciales, Turks & Caicos
Common Shirley Trading Corp. 142,857 8.2%
Stock c/o Caribbean Management Ltd.
West Wind Bldg., 3rd Floor
P.O. Box 1044GT
Grand Cayman
Cayman Islands, BWI
</TABLE>
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(1) All of these shares are shown of record as of April 3, 2000,
pursuant to the Company's stock transfer records and reflect the one for seven
reverse split of the common stock effective on March 16, 2000. These numbers do
not include shares shown to be held by clearing firms or broker-dealers.
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<PAGE>
(b) Security Ownership of Management.
The following table sets forth, as of April 3, 2000 the beneficial
common stock ownership of all directors, executive officers, and of all
directors and officers as group after giving effect to the one for seven reverse
split of the Company's Common Stock on March 16, 2000:
<TABLE>
<CAPTION>
Title Name and Address of Amount and Nature of Percent
of Class Beneficial Owner Beneficial Ownership (1) of Class (1)
-------- ---------------- -------------------- --------
<S> <C> <C>
Common Steven H. Kerr 85,715 4.9%
Stock 6831 Edgewater Commerce
Parkway #1110
Orlando, FL 32810
All Officers and Directors
as a group (1 person) 85,715 4.9%
</TABLE>
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(1) Does not include an additional 28,571 shares of post-split common stock
issued to Mr. Kerr on April 11, 2000 for services rendered to the Company in
lieu of cash compensation of approximately $20,000 in fiscal 1999.
(c) Changes in Control.
Except as described in this Report there are no arrangements, known to
the Company, including any pledge by any person of securities of the Company or
of any of its parents, the operation of which may at a subsequent date result in
a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
The Company entered into a Memorandum of Understanding ("MOU") subject
to the execution of a definitive agreement with SeaGliders, a privately-held
Florida limited liability company for SeaGliders to purchase the operating
business, assets and certain disclosed liabilities of the Company (the
"Business"). The purchase price for the Business is equal to the operating
assets of the Company less the operating liabilities listed on the Company's
balance sheet for the period ending August 31, 1999 (the "Purchase Price"). The
MOU provides that SeaGliders will release the Company from certain liabilities
which it would assume in exchange for certain agree upon compensation from the
Company in the aggregate amount of $121,000 to be applied to the total Purchase
Price to be paid by SeaGliders. In the event that the credit exceeds the
Purchase Price, SeaGliders will purchase a negotiated number of shares of the
Company's Common Stock at a discounted price from the 30 day trading market
price. In addition, the Company would hold a
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<PAGE>
Explanation:
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The filing of this Form 10-KSB/A corrects an error in the number of
shares of the Registrant outstanding on April 3, 2000. The correct number of
shares was 1,744,531 and, accordingly, those pages which required a
recalculation of the percentages of the common stock held by 5% or greater
shareholders and by management have been revised to reflect the correct number
of shares outstanding on such date.
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<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
SEAIR GROUP, INC.
Date: September 14, 2000 By: /s/ Steven H. Kerr
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Steven H. Kerr,
President and Principal
Financial Officer
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Steven H. Kerr September 14, 2000
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Steven H. Kerr Date
Chairman & Director
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