SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.___________)*
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)
May 31, 1999
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(Date of Event)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[XX] 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 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. 45838C106 13G Page 2 of 4 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Esther Stahler
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 89,999
BENEFICIALLY --------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH 204,466
REPORTING --------------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 89,999
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8 SHARED DISPOSITIVE POWER
204,466
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
294,465
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3%
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12 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 4 Pages
Item 1. (a) Name of Issuer:
Interactive Flight Technologies, Inc.
(b) Address of Issuer's Principal Executive Offices:
4041 North Central, Suite B200
Phoenix, AZ 85012
Item 2. (a) Name of Person Filing:
Esther Stahler
(b) Address of Principal Business Office:
Esther Stahler's address is 10 Lakeside Drive,
Lawrence, NY 11559
(c) Citizenship:
United States.
(d) Title of Class of Securities:
Class A Common Stock, $.01 par value ("shares")
(e) CUSIP Number:
45838C106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of the
Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of
the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act of 1940
(e) [ ] An investment adviser in accordance with 240.13d-1
(b)(1)(ii)(E)
(f) [ ] An employee benefit Plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F)
(g) [ ] A parent holding Company or control person in
accordance with 240.13d-1(b)(1)(ii)(G)
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act
(i) [ ] A church plan that is excluded from definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940.
<PAGE>
Page 4 of 4 Pages
Item 4. Ownership.
(a) (b) Mrs. Stahler may be deemed to beneficially own 294,465 shares or
5.3% of the Issuer's shares as follows: (i) 3,666 shares owned
directly by Mrs. Stahler, (ii) 86,333 shares underlying a Unit
Purchase Option ("UPO") to purchase 21,583 Units(1) consisting of
21,583 shares and 64,750 shares underlying 21,583 Class A Warrants and
43,166 Class B Warrants owned directly by Mrs. Stahler; and (iii)
37,333 shares underlying a UPO owned by D.H. Blair & Co., Inc.
("Blair")(2), and (iv) 167,133 shares owned by Blair (2).
(c) Mrs. Stahler has sole voting and dispositive control of shares owned
by her. Mrs. Stahler shares voting and dispositive power over shares
owned by Blair.
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 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.
Dated: June 7, 1999 /s/ Esther Stahler
Lawrence, New York ______________________
Esther Stahler
______________________________________________________________________________
(1) Each Unit ("Unit") consists of one share and one Class A Common Stock
Purchase Warrant ("Class A Warrant") and one Class B Common Stock Purchase
Warrant ("Class B Warrant"). Each Class A Warrant entitles the holder to
purchase one share and one Class B Warrant at an exercise price of $21.00 per
share exercisable prior to March 7, 2,000. Each Class B Warrant entitles the
holder to purchase one share at an exercise price of $29.25 prior to March 7,
2,000. These numbers reflect the three for one reverse split.
(2) Mrs. Stahler is a principal shareholder of Blair.
