SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No._____1 *______)*
Interactive Flight Technologies, Inc.
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
45838C106
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
* The previous filing, Schedule 13G, dated February 9, 1996, of which this
is Amendment No. 1 thereto, was inadvertently marked as Amendment No. 2.
<PAGE>
CUSIP No. 45838C106 13G Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D.H. Blair & Co., Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 543,600
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 543,600
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,600
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.2%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 45838C106 13G Page 3 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenton E. Wood
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Great Britain
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 8,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 8,000
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
543,600
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
551,600
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 7 Pages
Item 1.
(a) Name of Issuer:
Interactive Flight Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices:
3070 West Post Road
Las Vegas, Nevada 89118
Item 2.
(a) Name of Person Filing:
This amended statement is filed jointly by D.H. Blair &
Co., Inc. ("Blair") and Kenton E. Wood ("Wood") (together,
the "Reporting Parties"). Mr. Wood is Chairman of Blair.
See attached Exhibit A which is a copy of their agreement
in writing to file this statement on behalf of each of them.
(b) Address of Principal Business Office or, if None, Residence:
Mr. Wood's and Blair's business address is 44 Wall Street,
New York, NY 10005.
(c) Citizen:
Blair is incorporated in the State of New York, and Mr. Wood
is a citizen of Great Britain.
(d) Title of Class of Securities:
Class A Common Stock, $.01 par value ("shares").
(e) CUSIP#:
45838C106
Item 3.
(a) Blair is a broker-dealer registered under Section 15 of the
Securities Exchange Act.
Item 4. Ownership:
(a)(b) As of December 31, 1996, Blair may be deemed to
(i) beneficially own 543,600 shares or 3.2% of the Issuer's
shares issued and outstanding. These shares are directly
owned by Blair as market-maker in the Issuer's shares.
(ii) As of December 31, 1996, Wood may be deemed to beneficially
own the 543,600 shares held by Blair as market-maker
reported above, and 8,000 shares underlying a Unit Purchase
Option to purchase 2,000 Units at $6.00 per Unit until March
3, 2000, owned directly by him, for an aggregate of 551,600
shares or, 3.3% of the Issuer's shares.
(c) Wood, as Chairman of the Board of Directors of Blair,
shares voting and dispositive power over securities owned by
Blair with its Board of Directors. He has sole voting
and dispositive power over shares owned directly by him.
Item 5. Ownership of Five Percent or Less of a Class:[X]
The Reporting Parties have ceased to be beneficial owners
of more than five percent of the Issuer's securities.
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 Members of the Group:
Not applicable.
<PAGE>
Page 5 of 7 pages
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification:
By signing below we certify that to the best of our knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as participant in any
transaction having such purpose of effect.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
Reporting Persons, each such person or entity certifies that the information set
forth in this statement is true, complete and correct.
/s/ Kenton E. Wood
Dated: February 3, 1997 _______________________________
New York, New York Kenton E. Wood
D.H. BLAIR & CO., INC.
/s/ Alan Stahler
Dated: February 3, 1997 By:________________________________
New York, New York Alan Stahler
Vice Chairman
<PAGE>
Page 6 of 7 Pages
EXHIBIT INDEX
EXHIBIT A - Agreement by the Reporting Persons to file this Schedule 13G on
behalf of each of them.
Page 7 of 7 Pages
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13G
The undersigned hereby agree to jointly prepare and file with
regulatory authorities a Schedule 13G and any future amendments thereto
reporting each of the undersigned's ownership of securities of Interactive
Flight Technologies, Inc. and hereby affirm that such Schedule 13G is being
filed on behalf of each of the undersigned.
/s/ Kenton E. Wood
Dated: February 3, 1997 _______________________________
New York, New York Kenton E. Wood
D.H. BLAIR & CO., INC.
/s/ Alan Stahler
Dated: February 3, 1997 By:________________________________
New York, New York Alan Stahler
Vice Chairman
