<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
SKYMALL, INC.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
830859104
(CUSIP Number)
November 3, 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)
* 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 disclosure
provided in a prior cover page.
The information required on 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).
Check the following box if a fee is being paid with this Statement: [ ]
Continued on following pages
Page 1 of 6 Pages
<PAGE> 2
Page 2 of 6 Pages
SCHEDULE 13G
CUSIP No. 8308859104
1 Name of Reporting Person: QUINTEL COMMUNICATIONS, INC.
I.R.S. Identification Number: 22-3322277
2 Check the Appropriate Box if a Member of a Group*
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by each Reporting Person With:
5 Sole Voting Power
642,857 shares (includes 214,286 shares issuable upon the exercise
of warrants held by the Reporting Person which are exercisable
within 60 days after the date hereof)
6 Shared Voting Power
0
7 Sole Dispositive Power
642,857 shares
8 Shared Dispositive Power
0
<PAGE> 3
Page 3 of 6 Pages
9 Aggregate Amount Beneficially Owned by Each Reporting Person
642,857 shares (includes 214,286 shares issuable upon the exercise
of warrants held by the Reporting Person which are exercisable
within 60 days after the date hereof)
10 Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* [ ]
11 Percent of Class Represented by Amount in Row (9)
6.04%
12 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
Page 4 of 6 Pages
Item 1. (a) Name of Issuer:
SkyMall, Inc.
(b) Address of Issuer's Principal Executive Offices:
1520 East Pima Street, Phoenix, AZ 85034
Item 2. (a) Name of Person Filing:
Quintel Communications, Inc.
(b) Address of Principal Business Office:
One Blue Hill Plaza, Pearl River, NY 10965
(c) Citizenship:
Delaware
(d) Title of Class of Securities:
Common Stock, $0.001 par value per share
(the "Shares").
(e) CUSIP Number:
830859104
Item 3. This statement is not being filed pursuant to Rule 13d-1(b)
or 13d-2(b) or (c)
Item 4. Ownership:
(a) Amount Beneficially Owned:
642,857 shares (includes 214,286 shares issuable upon
the exercise of warrants held by the Reporting Person
which are exercisable within 60 days after the date
hereof)
(b) Percent of Class:
6.04%
<PAGE> 5
Page 5 of 6 Pages
(c) Number of Shares as to which the Reporting Person
has:
(i) sole power to vote or to direct the vote
642,857 shares
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or to direct the
disposition of
642,857 shares
(iv) shared power to dispose or to direct the
disposition of
0
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:
None.
Item 7. Identification and Classification of Subsidiaries Which
Acquired the Security Being Reported on by the Parent Holding
Company:
None.
Item 8. Identification and Classification of Members of the Group:
None.
Item 9. Notice of Dissolution of Group:
Not applicable.
<PAGE> 6
Page 6 of 6 Pages
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.
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.
QUINTEL COMMUNICATIONS, INC.
By: /s/ Jeffrey L. Schwartz
-----------------------
Name: Jeffrey L. Schwartz
Title: Chief Executive Officer
Dated: November 17, 1999
