SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___________)*
U.S.-China Industrial Exchange, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
90329W104
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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).
<PAGE>
CUSIP No. 90329W104 13G Page 2 of 6 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 1,011,900
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 1,011,900
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,011,900
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.5%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
BD
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. 90329W104 13G Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenton 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 1,011,900
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 8,000
--------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
1,011,900
- ----------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,900
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13.6%
- --------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 4 of 6 pages
Item 1.
(a) Name of Issuer:
U.S.-China Industrial Exchange, Inc.
(b) Address of Issuer's Principal Executive Offices:
7201 Wisconsin Avenue
Bethesda, Maryland 20814
Item 2.
(a) Name of Person Filing:
This statement is filed jointly by D.H. Blair & Co., Inc.
("Blair") and Kenton E. Wood ("Wood") (together, the "Reporting
Parties"). Wood is Chairman and Chief Executive Officer 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:
The Reporting Parties' business address is 44 Wall Street,
New York, NY 10005.
(c) Citizen:
Blair is incorporated in the State of New York. Wood is a
citizen of Great Britain.
(d) Title of Class of Securities:
Common Stock, $.01 par value ("shares").
(e) CUSIP#:
90329W104
Item 3. (a) Blair is a broker-dealer registered under Section 15 of the
Securities Exchange Act.
Item 4. Ownership:
(a) (b)
(i) As of December 31, 1997, Blair may be deemed to beneficially own
1,011,900 shares or 13.5% of the Issuer's shares issued and
outstanding as follows: (A) 144,000 shares underlying a Unit
Purchase Option to purchase 36,000 Units (1) (the "UPO") at an
exercise price of $6.75 per Unit through August 18, 1999 owned
directly by Blair, and (B) 284,490 shares, 81,675 Class A
Warrants (1), and 420,060 Class B Warrants (1) held by Blair as
market-maker.
(ii) As of December 31, 1997, Wood may be deemed to beneficially own
1,019,900 shares or 13.6% of the Issuer's shares issued and
outstanding as follows: (A) 8,000 shares underlying a Unit
Purchase Option to purchase 2,000 Units at an exercise price of
$6.75 per Unit through August 18, 1999 owned directly by him; (B)
144,000 shares underlying the UPO owned by Blair as described in
(i) (A) above; and (C) 284,490 shares, 81,675 Class A Warrants,
and 420,060 Class B Warrants held by Blair as market-maker as
indicated in (i) (B) above.
(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. Wood has sole voting and dispositive
power over securities owned directly by him.
_____________________________________________________________________________
(1) Each Unit consists of one share, one Class A Warrant ("Class A
Warrant"), and one Class B Warrant ("Class B Warrant"). Each Class A Warrant
entitles the holder to purchase one share and one Class B Warrant at a price of
$6.50, subject to adjustment, until August 18, 1999. Each Class B Warrant
entitles the holder to purchase one share at a price of $8.75, subject to
adjustment until August 18, 1999.
<PAGE>
Page 5 of 6 pages
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 Members of the Group:
Not applicable.
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.
EXHIBIT INDEX
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EXHIBIT A - Agreement by the Reporting Parties to file this Schedule
13G on behalf of each of them.
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.
D.H. BLAIR & CO., INC.
/s/ Kenton E. Wood
Dated: February 10, 1998 By:________________________________
New York, New York Kenton E. Wood
Chairman
/s/ Kenton E. Wood
Dated: February 10, 1998 _________________________________
New York, New York Kenton E. Wood
Page 6 of 6 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 U.S.-China Industrial Exchange,
Inc., and hereby affirm that such Schedule 13G is being filed on behalf of each
of the undersigned.
D.H. BLAIR & CO., INC.
/s/ Kenton E. Wood
Dated: February 10, 1998 By:________________________________
New York, New York Kenton E. Wood
Chairman
/s/ Kenton E. Wood
Dated: February 10, 1998 _________________________________
New York, New York Kenton E. Wood
