U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   FORM 10-QSB

   [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                For the quarterly period ended December 31, 2000

                                       or

  [ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
                        For the transition period from to



                        Commission file number: 333-70437

                             Cardinal Airlines, Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)



                               Delaware 59-3492127
          (State of incorporation) (I.R.S. Employer Identification No.)

                            1380 Sarno Road, Suite B
                               Melbourne, FL 32935
                    (Address of principal executive offices)

                   Registrant's telephone number: 407-757-7388



Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the  Exchange  Act 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

The  number of shares of the  registrant's  common  stock,  par value  $0.01 per
share, outstanding as of December 31, 2000 was 2,033,900.








<PAGE>

                             Cardinal Airlines, Inc.
                               Index to Form 10QSB


Part I - Financial Information Page


Item 1.  Financial Statements (unaudited)

   Condensed Balance Sheet - December 31, 2000.................................1

   Condensed Statements of Operations - Three Months and Six Months
   Ended December 31, 2000 and 1999 and for the period February 10,
   1997 (Date of    Inception) through December 31, 2000.......................2

   Condensed Statements of Cash Flows - Six Months Ended
   December 31, 2000 and 1999 and for the period
   February 10, 1997 (Date of Inception) through December 31, 2000.............3

   Notes to Condensed Financial Statements.....................................5

Item 2.  Management's Discussion and Analysis or Plan of Operations............9

Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K.....................................11

Signatures....................................................................12

Exhibit Index.................................................................13



<PAGE>

Part I   Financial Information
Item 1.  Financial Statements

<TABLE>


                             CARDINAL AIRLINES, INC.
                          (A Development Stage Company)

                                                     BALANCE SHEETS


                                               For the three months ended
                                                       December 31
<S>                                             <C>          <C>

                                                     2000        1999
                                                ------------ ------------

 CURRENT ASSETS
 Cash                                          $         94  $       1,933
 Interest Receivable                                      0         11,427
                                               ------------- -------------
     TOTAL CURRENT ASSETS                                94         13,360



 PROPERTY AND EQUIPMENT, net                          4,509          6,566

 DEPOSITS                                             9,200          4,200
                                               ------------  -------------
     TOTAL ASSETS                              $     13,803  $      24,126
                                               ============  =============

 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 CURRENT LIABILITIES
 Accounts payable                              $     62,321  $      41,277
                                                                         -
                                               ------------  -------------
     TOTAL LIABILITIES                         $     62,321         41,277

 COMMITMENTS                                         52,500              0

                                               ------------  -------------
     TOTAL LIABILITIES AND COMMITMENTS         $    114,821  $      41,277
                                               ============  =============

 TOTAL STOCKHOLDERS' EQUITY, (DEFICIT)
 including deficit accumulated during the
 development stage of $454,713                     (101,018)       (17,151)
                                               ------------  -------------

      TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                         $     13,803  $      24,126
                                               ============  =============



</TABLE>






   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      - 1 -

<PAGE>
<TABLE>
                                                         CARDINAL AIRLINES, INC.
                                                      (A Development Stage Company)
                                                        STATEMENTS OF OPERATIONS


                                             FEBRUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2000
<S>                                     <C>                  <C>                   <C>
                                        INCEPTION TO          3 MONTHS ENDED          3 MONTHS ENDED
                                        DECEMBER 31, 2000     12/31/2000               12/31/1999
                                        --------------       ----------------      ------------------
 REVENUES                               $          -         $             -       $              -
                                        --------------       ----------------      ------------------
 EXPENSES

     Consulting Fees                           211,045                  5,189                  4,600
     Professional Fees                         249,984                 19,469                 16,401
     Rent                                       56,445                  4,770                  4,770
     Supplies                                   23,669                      0                    300
     Utilities                                  26,400                  3,481                  3,750
     Depreciation and amortization               7,156                    514                    512
     Miscellaneous                              11,031                    823                    833
     Taxes                                         608                      0                    125
                                        --------------       ----------------      -----------------
                                               586,338                 34,246                 31,291
 OTHER INCOME
     Interest Income                            11,870                      0                  1,331
                                        --------------       ----------------      -----------------
 NET (LOSS) before provision for
 income taxes                           $     (574,468)      $        (34,246)     $        (29,960)

 Provision for Income Taxes                          -                      -                     -
                                        --------------       ----------------      -----------------

 NET (LOSS)                             $    (574,468)       $        (34,246)      $       (29,960)
                                        ==============       ================      =================

  Net loss per share                    $       (0.26)       $         (0.016)     $          (0.01)
                                        ==============       ================      =================

 Shares used in computing net
 loss per share                             2,189,400               2,189,400             2,033,900
                                        ==============       ================      =================


</TABLE>









THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      - 2 -





<PAGE>
<TABLE>

                                                        CARDINAL AIRLINES, INC.
                                                    (A Development Stage Company)
                                                        STATEMENT OF CASH FLOW


                                          FEBRUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2000
<S>                                  <C>                   <C>                 <C>
                                        INCEPTION TO         3 MONTHS ENDED      3 MONTHS ENDED
                                        DECEMBER 31, 2000    12/31/2000            12/31/1999
                                        -----------------    ---------------    ---------------

CASH FLOWS FROM
OPERATING ACTIVITIES:


Cash paid for operating expenses        $       (564,313)    $      (23,731)    $      (29,960)
 Increase in accounts payable                     62,321             25,703
                                        ----------------     ---------------    ----------------

NET CASH USED IN OPERATING ACTIVITIES:          (501,992)             1,972            (29,960)
                                        ----------------     ---------------    ----------------

CASH FLOWS FROM INVESTING
ACTIVITIES:

Purchase of property and equipment               (11,664)                 0                  0
Increase in security deposits                     (9,200)                 0                  0
                                        ----------------     ---------------    ----------------
     NET CASH USED IN INVESTING
     ACTIVITIES                                  (20,864)                 0                  0
                                        ----------------     ---------------    ----------------

CASH FLOWS FROM FINANCING
ACTIVITIES:

Issuance of common stock                         470,450             (3,000)
Increase in notes receivable -                                       (3,500)
     related parties
Increase in Notes Payable                         52,500                500
Payments on notes receivable -                                                          30,859
related parties                         ----------------     ---------------    ----------------

     NET CASH PROVIDED BY FINANCING
     ACTIVITIES                                  522,950            (6,000)             30,859
                                        ----------------      ---------------   ----------------

NET INCREASE (DECREASE) IN CASH                      94             (4,028)                899
     CASH AT BEGINNING OF PERIOD                      0              4,122               1,034
                                        ---------------     ---------------     ----------------
CASH AT END OF PERIOD                   $            94     $           94      $        1,933
                                        ===============     ===============     ================

</TABLE>





THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                      - 3 -

<PAGE>
<TABLE>



                                                     CARDINAL AIRLINES, INC.
                                                  (A Development Stage Company)
                                                     STATEMENT OF CASH FLOW


                                        FEBRUARY 10, 1997 (INCEPTION) TO DECEMBER 31, 2000
<S>                                   <C>                   <C>               <C>
                                       INCEPTION TO           3 MONTHS ENDED     3 MONTHS ENDED
                                       DECEMBER 31, 2000      12/31/2000         12/31/1999
                                      --------------------   ----------------   ----------------


RECONCILIATION OF NET LOSS TO NET
CASH USED IN OPERATING ACTIVITIES:

Net loss                                  $      (633,790)   $       (49,948)   $      (30,799)

Adjustments to reconcile net loss
to net cash used in operating
activities:

   Depreciation and amortization                    7,156                514               512
   Increase in payables                            62,321             25,703
   Increase in receivables                                                              (1,331)
                                          ---------------    ----------------   ----------------


       NET CASH USED IN
       OPERATING ACTIVITIES               $      (564,313)   $       (23,731)   $      (29,960)
                                          ===============    ================   ================


</TABLE>










THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      - 4 -

<PAGE>


                                CARDINAL AIRLINES
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       A)   NATURE OF OPERATIONS

               The planned  principal  business  activity of Cardinal  Airlines,
               Inc. , ("Company") is to provide  commercial  airline  service to
               and from major airports throughout the eastern United States with
               operations based in Melbourne, Florida.

       B)   CASH AND CASH EQUIVALENTS

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers all highly liquid debt  instruments  purchased  with an
               original  maturity of three months or less to be cash and/or cash
               equivalents.

       C)   PROPERTY AND EQUIPMENT

               Property and equipment are stated at cost.  Depreciation computed
               using the  straight-line  method over the assets' expected useful
               lives.  Leasehold  improvements  are amortized over the lessor of
               the term of the lease or the assets' expected useful lives.

       D)   MANAGEMENT ESTIMATES

               The  preparation  of  financial  statements  in  conformity  with
               generally accepted  accounting  principles requires management to
               make estimates and  assumptions  that affect the reported  assets
               and   liabilities.   Actual   results  could  differ  from  these
               estimates.

       E)   INCOME TAXES

               Deferred  income taxes arise from the expected tax consequence of
               temporary  differences  between the carrying  amounts and the tax
               basis of certain assets and liabilities.  The differences  result
               primarily  from  different  depreciation  methods on property and
               equipment.

       F)   ORGANIZATION COSTS

               Organization costs consist of expenses related to the start-up of
               the Company.  These costs are expensed as incurred in  accordance
               with  Statement  of  Position  98-5,  "Reporting  on the Costs of
               Start-Up Activities" (SOP 98-5).

       G)   EARNINGS PER SHARE

               The Company adopted Statement of Financial  Accounting  Standards
               (SFAS)  No.  128,  "Earnings  Per  Share"  (SFAS  128)  effective
               February  10, 1997  (Inception).  As such,  net loss per share is
               computed  using the  weighted  average  number  of common  shares
               outstanding  during the period.  Pursuant to the  Securities  and
               Exchange Commission Staff Accounting  Bulletins and Staff Policy,
               such computations include all common and equivalent shares issued
               as if they were  outstanding  for all periods  presented.  Common
               equivalent  shares  consist  of  the  incremental  common  shares
               issuable upon the conversion of the  convertible  preferred stock
               (using the if converted method).

               The Series A Preferred Stock issued has no preferences other than
               voting  rights  over the  common  stock and no  dividend  payment
               arrangements.  The  preferred  stock has no effect in arriving at
               income available to common shareholders in computing earnings per
               share.

                                      - 5 -

<PAGE>

                                CARDINAL AIRLINES
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000




       H)   NEW ACCOUNTING STANDARDS

               There  have  been no new  significant  accounting  pronouncements
               issued for the three month  period ended Dec. 31, 2000 that would
               have a direct material effect on the financial statements, except
               for  Statement  of  Position  98-5,  "Reporting  on the  Costs of
               Start-Up Activities" (SOP 98-5) which is addressed in NOTE 1F.

NOTE 2 - DEVELOPMENT STAGE OPERATIONS

               The Company was formed  February 10, 1997,  and began  operations
               April 1, 1997.  Through  December 31, 2000,  operations have been
               devoted  primarily  to raising  capital,  negotiating  leasing of
               airplanes,  related equipment,  and related facilities as well as
               the  performance  of  general  administrative  functions.  As  of
               December 31, 2000, the Company has Sixty Stockholders.


NOTE 3 - PROPERTY AND EQUIPMENT
<TABLE>


                                                    February 10, 1997
                                                     (inception) to

                                           December 31, 2000 December 31,1999
           <S>                               <C>              <C>

                                             --------------- ---------------

          Computers and equipment            $        9,955  $        9,955
          Furniture and fixtures                        159             159
          Leasehold Improvements                      1,550           1,550
                                             --------------- ---------------
                                                     11,664          11,664
          Less accumulated depreciation
          and amortization                           (7,156)         (5,098)
                                             --------------- ---------------
                                             $        4,508  $        6,566
                                             =============== ===============
</TABLE>

               Depreciation  and  amortization  expense  was $514 for the  three
               month period ended Dec. 31, 2000;  and $7,156 for the period from
               February 10, 1997 (Inception) to December 31, 2000.

NOTE 4 - RELATED PARTIES

               The  Company  has  made  loans  to  four of its  stockholders  in
               exchange  for  issuance of shares of common  stock and  preferred
               stock (NOTE 7). As of June 30, 2000, these four  stockholders own
               56% of the outstanding common shares of stock.

               The loans are unsecured,  are due June 30, 2003 and bear interest
               at 8% annually.  Notes  receivable due from related  parties were
               $0.00 as of June 30, 2000.



                                      - 6 -
<PAGE>
                                CARDINAL AIRLINES
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000



NOTE 5 - COMMITMENTS AND CONTINGENCIES

               The Company leases its facilities  from an unrelated  third party
               under an operating  lease expiring July,  2001.  Rent expense was
               $4,770 and $4,770 for the three month period  ended  December 31,
               2000 and 1999 respectively.

NOTE 6 - INCOME TAXES

               The  Company's  effective  tax rate  differs  from  the  expected
               federal income tax rate as follows:
<TABLE>

                                          Year Ended           Year Ended
                                         June 30, 1999        June 30, 1998
  <S>                                    <C>                  <C>

  Income tax benefit at statutory Rate   $    (113,460)      $       (8,068)
  Increase in valuation Allowance              113,460                8,068

  Actual income taxes                    $            -      $            -


</TABLE>

               The components of the deferred tax assets and  liabilities are as
               follows:
<TABLE>

                                          June 30, 1999        June 30, 1998
   <S>                                    <C>                  <C>


   Deferred tax assets:

   Net operating loss carry forwards     $      113,460       $        8,068

   Total deferred tax assets                    113,460                8,068

   Less valuation allowance                    (113,460)              (8,068)

   Deferred tax assets, net of
   valuation allowance                                -                    -

   Deferred tax liabilities                           -                    -

   Net deferred tax asset (liability)    $            -       $            -

</TABLE>

               A summary of the net operating loss carry forwards is as follows:

                  Generated June 30, 1997   $  3,168  Expires June 30, 2012
                  Generated June 30, 1998   $ 20,561  Expires June 30, 2013
                  Generated June 30, 1999   $309,976  Expires June 30, 2014
                                            $333,705

               As of December  31,  2000,  the  Company is still in  development
               stage.  As such,  all income and  deductions for tax purposes are
               deferred until the Company's  planned  principal  operations have
               commenced.

                                     - 7 -
<PAGE>
                                CARDINAL AIRLINES
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


NOTE 7 - STOCKHOLDERS' EQUITY

               A  summary  of  issuance  of  common  stock  involving   non-cash
               consideration is as follows:

               On April 1, 1997,  the Company  issued 449,200 shares of stock in
               consideration for notes receivable due from related parties (NOTE
               4) of $4,492. The shares were sold at $.01 par value per share.


               On July 1, 1997,  the Company  issued  184,358 shares of stock in
               consideration for notes receivable due from related parties (NOTE
               4) of $92,179.  The shares were sold at $.01 par value per share,
               with $.50 per share consideration.


               As of June 30, 1997,  the Company's  common stock had a par value
               $.01 per share with  50,000,000  shares  authorized  and  940,000
               shares issued and outstanding.

               As of Dec 31, 1998,  the  Company's  common stock had a par value
               $.01 per share with  50,000,000  shares  authorized and 1,712,400
               shares issued and outstanding.

               As of Dec 31, 1999,  the  Company's  common stock had a par value
               $.01 per share with  50,000,000  shares  authorized and 2,033,900
               shares issued and outstanding.

               A summary of  issuance  of  preferred  stock  involving  non-cash
               consideration is as follows:

               On October 16, 1998,  the Company  issued  100,000 shares of $.01
               par value "Series A" preferred stock in  consideration  for notes
               receivable due from related parties (NOTE 4) of $1,000.

               As of Dec 31, 1999, the Company's preferred stock had a par value
               $.01 per  share  with  1,000,000  shares  authorized.  There  are
               100,000  shares  issued and  outstanding  as "Series A" preferred
               stock. The 900,000 unissued shares have not been designated.

               The shares of "Series A" preferred stock have super voting rights
               at  the  multiple  of 100  votes  per  share.  In  the  event  of
               liquidation,  the preferred  stock has preference over the common
               stock.  The shares are not  convertible  into common stock and do
               not have any other rights or preferences.

NOTE 8 - OFFERING

               On July 21, 1999,  the Company issued its initial S-1 filing with
               the  Securities  and  Exchanges  Commission.  This is an  initial
               public  offering of 2,000,000  shares of common stock for $10 per
               share.



                                      - 8 -

<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operations.

            Results of Operations

               Cardinal is a development  stage,  airline  company.  Cardinal is
               considered to be in the development stage because we have devoted
               substantially  all of our efforts to  establishing  the  business
               plan, organization and raising capital.

               Since  inception in February  1997 our efforts  have  principally
               been devoted to  organization,  development and raising  capital.
               Cardinal has not received any revenues from flight services,  and
               does not expect any of its flights to be  commercially  available
               until substantial additional is obtained.  From inception through
               December  31,  2000,  we  have  sustained  cumulative  losses  of
               $574,468 of which $249,984 was for consulting fees,  $230,515 was
               for professional  fees,  $56,445 for rent,  $23,669 for supplies,
               $26,400  for  utilities,  $7,156  in  depreciation,  $11,031  for
               miscellaneous  expenses,  and $608 in taxes. For the three months
               ended  December  31,  2000,  we  sustained a  cumulative  loss of
               $34,246 of which $5,189 was for consulting fees,  $19,469 was for
               professional  fees, $4,770 for rent, $0 for supplies,  $3,481 for
               utilities, $514 in depreciation, $823 for miscellaneous expenses,
               and $0 in  taxes.  These  losses  have  resulted  primarily  from
               expenditures    incurred   in   connection   with   general   and
               administrative   activities,    organization   and   development,
               trademark registration and offering costs.

               Between June 10, 1998, and March 23, 1999,  Cardinal sold 506,200
               common  shares for $0.50 per share to 34  purchasers in a private
               placement.  We  received  a  total  of  $253,100  in the  private
               placement.

               We expect to incur substantial costs in the future resulting from
               the acquisition of aircraft,  equipment,  agreements with airport
               service  providers  such as baggage  handling,  and fuel service.
               Additional expenses will include airport facilities,  maintenance
               costs,  and  marketing.  There can be no assurance  that Cardinal
               will ever achieve profitable operations.

               To date, Cardinal has not marketed or generated revenues from the
               commercialization of any service.

               Cardinal  has only a  limited  operating  history  upon  which an
               evaluation of its prospects can be based. The risks, expenses and
               difficulties  encountered  by  companies  at an  early  stage  of
               development   must  be  considered  when  evaluating   Cardinal's
               prospects.  To address these risks,  Cardinal  must,  among other
               things,  successfully  develop and  commercialize  its  services,
               secure all necessary  proprietary rights,  respond to competitive
               developments and continued government regulation, and continue to
               attract,  retain and motivate qualified persons.  There can be no
               assurance that we will be successful in addressing these risks.

               Our operating expenses will depend on several factors,  including
               the  level  of   aircraft   maintenance   and  repair   expenses.
               Development  of  Cardinal's  planned  flights  will  depend  upon
               economic factors which we cannot predict. Management may, in some
               cases, be able to control the timing of  developmental  expenses,
               in part, by controlling  growth. As a result of these factors, we
               believe that  period-to-period  comparisons  are not  necessarily
               meaningful  and  should  not be relied  upon as an  indicator  of
               future  performance.  Due to all of the foregoing factors,  it is
               possible   that  our   operating   results   will  be  below  the
               expectations of market analysts,  if any, and investors.  In such
               event,  the prevailing  market price, if any, of the common stock
               would likely be materially adversely affected.

               Cardinal entered into negotiations with Castle  Securities,  Inc.
               for investment banking services. Cardinal has signed an agreement
               with Castle  which will  provide for the  formation  of a selling
               group and will solicit  subscriptions  on a best  efforts  bases.
               Under that Agreement, Castle shall receive 10% compensation equal
               to 10% commissions on sales.




                                      - 9 -

<PAGE>
            Liquidity and Capital Resources

               Until such time that  Cardinal  receives  substantial  additional
               funding,  it will  continue  to operate on a limited  basis.  Our
               approximate monthly  expenditures during this interim development
               period are  approximately  $7,000 per month.  Without  additional
               funding,  Cardinal  can  maintain  its  present  operating  level
               through the end of July 1, 2001.

               Cardinal  can delay the  majority of the  expenditures  which are
               necessary to carry out its business plan until adequate funds are
               on hand or appear to be available. Put another way, Cardinal will
               delay  incurring  significantly  greater  costs than its  present
               expenditures  of $7,000 per month,  such as additional  personnel
               and the purchase or lease of aircraft,  until funds are available
               from its public offering.  The bulk of FAA certification expenses
               will be incurred when sufficient funds are available.

               Cardinal has incurred  negative cash flows from operations  since
               its inception.  We have expended and expect to continue to expend
               in the future,  substantial funds to complete our planned service
               development  efforts.  Our future  capital  requirements  and the
               adequacy  of  available  funds will  depend on  numerous  factors
               including:

                o the successful commercialization of planned flights
                o obtaining sufficient funding to acquire aircraft and equipment
                o fuel price and availability
                o hiring qualified personnel
                o keeping pace with government regulation
                o obtaining adequate insurance
                o the development of contractual agreements with airports
                o the use of airport service providers


               At such time as Cardinal obtains substantial  additional funding,
               the funds would be used to commence  operations by purchasing one
               DC-9 Aircraft.  $540,000 would be used for aircraft deposit. Over
               a period of three to nine months  from the date of  commencement,
               $1,037,902  would be used to staff  operations at both  Melbourne
               International  Airport  and  Baltimore  Washington  International
               Airport. Approximately $1,140,459 would be used to finance flight
               operations  beginning in the fifth month of operations.  Fuel and
               maintenance expense totaling  approximately  $846,204 for the six
               month  period  would  begin in the  fifth  month  of  operations.
               Beginning in the third month of operations, Cardinal would expend
               a total of  $702,417  for  advertising  and  initial  promotions.
               During this period,  Cardinal anticipates expending approximately
               $659,018  on general  and  administrative  expenses,  $50,000 for
               computer  leases and software and $24,000 for key man  insurance.
               FAA  and  DOT   certification   expenses   are   expected  to  be
               approximately  $350,000  during the period of three to six months
               following commencement of operations.

               In the event our plans change or our assumptions  change or prove
               to be inaccurate or the proceeds of our public  offering prove to
               be insufficient to fund operations,  we could be required to seek
               additional  financing.  The  terms and  prices of any  additional
               financing may be  significantly  more favorable than those of the
               units sold in our  public  offering.  Cardinal  does not have any
               material committed sources of additional financing, and there can
               be no assurance that additional  funding,  if necessary,  will be
               available on acceptable  terms,  if at all. If adequate funds are
               not  available,  we may be  required  to delay,  scale  back,  or
               eliminate   certain  aspects  of  our  operations.   If  adequate
               additional   funds  are  not  available,   Cardinal's   business,
               financial condition, and results of operations will be materially
               and adversely affected

               Currently,  we have no  plans  to sell or  issue  any  additional
               preferred stock.



                                     - 10 -
<PAGE>
Part II - Other Information

Item 6.  Exhibits and Reports on Form 8-K

            (a)     Exhibits

Exhibit                 Description                                         Page

(2)         Plan of Acquisition, Reorganization, Arrangement,
            Liquidation or Succession                                       None

(3)         Articles and By-Laws                                            None

(4)         Instruments defining the Rights of Security Holders             None

(10)        Material Contracts                                              None

(11)*       Statement re: Computation of Per Share Earnings
                                                                       Note 1(G)
                                                                    to Financial
                                                                      Statements

(15)        Letter re: Unaudited Interim Financial Information              None

(18)        Letter re: Change in Accounting Principles                      None

(19)        Report Furnished to Security Holders                            None

(22)        Published Report re: Matters Submitted to Vote of
            Security Holders                                                None

(23)        Consents of Experts and Counsel                                 None

(24)        Power of Attorney                                               None

(27)*       Financial Data Schedule

(99)        Additional Exhibits                                             None

   *Filed herewith





                                     - 11 -

<PAGE>
                                   SIGNATURES

               In  accordance  with the  requirements  of the Exchange  Act, the
               registrant  caused  this report to be signed on its behalf by the
               undersigned, thereunto duly authorized.

                             CARDINAL AIRLINES, INC.


SIGNATURE                    TITLE                                     DATE

  /S/ Lawrence A. Watson
_________________________    President, Chairman of the Board  February 14, 2001
LAWRENCE A. WATSON               Chief Executive Officer

 /S/ H. Lawrence Mason
________________________          Secretary Treasurer,         February 14, 2001
H. LAWRENCE MASON               Chief Financial Officer






                                     - 12 -


<PAGE>

                                  EXHIBIT INDEX

Exhibit                 Description                                         Page

(2)     Plan of Acquisition, Reorganization, Arrangement,
        Liquidation or Succession                                           None

(3.5)   Articles and By-Laws

(4)     Instruments defining the Rights of Security Holders                 None

(10)    Material Contracts                                                  None

(11)*   Statement re: Computation of Per Share Earnings
                                                                       Note 1(G)
                                                                    to Financial
                                                                      Statements

(15)    Letter re: Unaudited Interim Financial Information                  None

(18)    Letter re: Change in Accounting Principles                          None

(19)    Report Furnished to Security Holders                                None

(23)    Published Report re: Matters Submitted to Vote of
        Security Holders                                                    None

(23)    Consents of Experts and Counsel                                     None

(24)    Power of Attorney                                                   None

(27)*   Financial Data Schedule

(99)    Additional Exhibits                                                 None

   *Filed herewith

               This schedule  contains summary financial  information  extracted
               from Financial Statements for the three (3) months ended December
               31,  2000,  and is qualified in its entirety by reference to such
               form 10-QSB for quarterly period ended December 31, 2000.

                                      -13-