-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MpSlDyEj8UAcnSAmQNcJIsc2z6TATusFkfZip42kdDm3ONOFrDcNJGotcJ5/CtSI 2fvaSFqiDs3B24B9DoZVmw== 0000944209-97-000055.txt : 19970123 0000944209-97-000055.hdr.sgml : 19970123 ACCESSION NUMBER: 0000944209-97-000055 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960731 FILED AS OF DATE: 19970122 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE FLIGHT TECHNOLOGIES INC CENTRAL INDEX KEY: 0000932021 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 113197148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-25668 FILM NUMBER: 97509221 BUSINESS ADDRESS: STREET 1: 4041 NORTH CENTRAL AVENUE STREET 2: SUITE 2000 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6022008900 MAIL ADDRESS: STREET 1: 4041 N CENTRAL AVE STREET 2: STE 2000 CITY: PHOENIX STATE: AZ ZIP: 85012 10QSB/A 1 FORM 10-QSB/A U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A ------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended July 31, 1996 [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to _______ Commission File No. 0-25668 INTERACTIVE FLIGHT TECHNOLOGIES, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) DELAWARE 11-319748 (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification Number) 4041 NORTH CENTRAL AVENUE SUITE 2000 PHOENIX, ARIZONA 85012 (Address of Principal Executive Offices) (602) 200-8900 (Issuer's Telephone Number, Including Area Code) 3070 WEST POST ROAD LAS VEGAS, NEVADA 89118 (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ___ --- State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding at August 31, 1996 ----- ------------------------------ Class A Common Stock, $.01 par value 8,063,329 shares Class B Common Stock, $.01 par value 3,960,000 shares Transitional Small Business Disclosure Format Yes ___ No X --- INTERACTIVE FLIGHT TECHNOLOGIES, INC. INDEX TO FORM 10-QSB/A
PAGE ---- PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets as at July 31, 1996 and 1995 (unaudited)....................................... 3 Statement of Operations for the Three and Nine Months ended July 31, 1996 and 1995 (unaudited)... 4 Statement of Cash Flows for the Nine Months ended July 31, 1996 and 1995 (unaudited).......... 5 Notes to Financial Statements.......................... 6 Item 2. Results of Operations......................... 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings............................. 11 Item 5. Other Information............................. 11 Item 6. Exhibits and Reports on Form 8-K.............. 11 SIGNATURES............................................. 12
Page 2 of 14 PART I. FINANCIAL INFORMATION Item 1: Financial Statements INTERACTIVE FLIGHT TECHNOLOGIES, INC. BALANCE SHEET UNAUDITED
July 31, July 31, 1996 1995 ----------- ----------- ASSETS ------ Current Assets: Cash and cash equivalents 22,684,009 7,765,454 Accounts receivable 1,860,115 - Inventory 1,983,442 1,964,932 Prepaid expenses and other current assets 336,180 341,089 ----------- ----------- Total current assets 26,863,746 10,071,475 Machinery and equipment net of accumulated depreciation of $334,585 and $32,564 1,770,223 461,858 Deferred costs of securities registration - - Deposits 385,611 155,449 ----------- ----------- TOTAL 29,019,580 10,688,782 =========== =========== LIABILITIES ----------- Current Liabilities: Accounts payable 1,568,790 739,400 Accrued expenses 249,702 76,170 Accrued severance costs 112,500 - Accrued product warranties 1,166,010 - ----------- ----------- Total current liabilities 3,097,002 815,570 Noncurrent accrued product warranties 505,035 - Commitments/Contingencies (Note B) STOCKHOLDERS' EQUITY (NOTE A) ----------------------------- Preferred stock, par value $0.01 per share, 5,000,000 shares authorized, none issued - - Class B common stock, six votes per share, par value $0.01 per share, 3,960,000 shares authorized, issued and outstanding including 3,200,000 shares placed in escrow 39,600 40,000 Class A common stock, one vote per share, par value $0.01 per share, 40,000,000 shares authorized, 8,046,610 issued and outstanding 80,466 32,200 Capital in excess of par value 41,941,272 14,230,432 Accumulated Deficit (16,643,795) (4,429,420) ----------- ----------- Total stockholders' equity 25,417,543 9,873,212 ----------- ----------- TOTAL 29,019,580 10,688,782 =========== ===========
Page 3 of 14 INTERACTIVE FLIGHT TECHNOLOGIES, INC. STATEMENT OF OPERATIONS UNAUDITED
Nine Months Three Months Ended July 31, Ended July 31, ------------------------ ------------------------ 1996 1995 1996 1995 ---------- ---------- ---------- ---------- REVENUES Sales 2,813,754 - 1,200,378 - Video service fees 107,081 - 52,052 - ----------- ---------- ---------- ---------- Total 2,920,835 - 1,252,430 - COSTS AND EXPENSES Cost of goods sold 4,542,006 - 2,135,585 - Research and development expenses 2,910,603 1,836,607 1,248,602 837,263 Marketing and administrative expenses 6,597,080 1,571,485 2,951,992 762,957 Unusual items 112,500 - 112,500 - Interest and amortization of debt issue costs - 851,218 - - ----------- ---------- ---------- ---------- Total 14,162,189 4,259,310 6,448,679 1,600,220 OTHER INCOME Interest income 331,116 232,172 255,980 144,347 ----------- ---------- ---------- ---------- NET LOSS 10,910,238 4,027,138 4,940,269 1,455,873 =========== ========== ========== ========== Net loss per share of common stock $ (2.05) $ (1.64) $ (0.63) $ (0.36) =========== ========== ========== ========== Weighted average shares outstanding 5,325,487 2,448,205 7,866,028 4,020,000 =========== ========== ========== ==========
Page 4 of 14 INTERACTIVE FLIGHT TECHNOLOGIES, INC. STATEMENT OF CASH FLOWS UNAUDITED
Nine Months Ended July 31, ------------------------- 1996 1995 ----------- ---------- Cash Flows From Operating Activities: Net loss (10,910,238) (4,027,138) Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 264,488 30,598 Amortization of Debt Discount and Deferred Costs Financing - 741,168 Expense recognized upon issuance of options and warrants 1,949,522 - Changes in operating assets and liabilities: Increase in accounts receivable (1,825,202) - (Increase)/decrease in inventory 62,782 (1,964,932) Decrease in deferred costs 300,000 - Increase in prepaid expenses and other current assets (105,213) (323,515) Increase in accounts payable 983,093 739,400 Increase/(decrease) in accrued expenses 89,668 (37,861) Increase in accrued severance costs 112,500 - Increase in accrued product warranties 1,671,045 - ----------- ---------- Net cash used in operating activities (7,407,555) (4,842,280) Cash flows from investing activities: Capital expenditure (397,539) (482,546) Deposits (356,667) (140,551) ----------- ---------- Net cash used in investing activities (754,206) (623,097) Cash flows from financing activities: Net proceeds from issuance of common stock 25,809,188 13,824,634 Proceeds from bridge notes - (2,025,000) ----------- ---------- Net cash provided by financing activities 25,809,188 11,799,634 Net increase in cash 17,647,427 6,334,257 Cash - beginning of period 5,036,582 1,431,197 ----------- ---------- Cash - end of period 22,684,009 7,765,454 =========== ==========
Page 5 of 14 INTERACTIVE FLIGHT TECHNOLOGIES, INC. NOTES TO FINANCIAL STATEMENTS The financial statements of Interactive Flight Technologies, Inc. included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission for Form 10-QSB and reflect all adjustments (consisting of normal recurring accruals) and disclosures which, in the opinion of management, are necessary for a fair statement of results for the interim period presented. It is suggested that these financial statement be read in conjunction with the financial statements and notes thereto for the fiscal year ended October 31, 1995, included in the Company's Annual Report on Form 10-KSB and amendment No. 1 to the Annual Report on Form 10-KSB/A for the fiscal year ended October 31, 1995. The results of operations for the nine months ended July 31, 1996 are not necessarily indicative of the results to be expected for the entire fiscal year. NOTE A - CLASS A WARRANT EXERCISE OFFER: The Company filed a registration statement with the SEC with respect to an Exercise Offer on April 12, 1996 pursuant to which the Company offered the holders of the Company's Class A Redeemable Stock Purchase Warrants who exercise their Class A Warrants pursuant to the Exercise Offer, (i) to issue an extra 1/2 Class B Redeemable Stock Purchase Warrant (in addition to the securities currently underlying the Class A Warrants) for each Class A Warrant so exercised and (ii) to reduce the exercise price of Class A Warrants to $5.75 per share (from $7.00 per share) for each Class A Warrant exercised. The Company completed its exercise offer on May 17, 1996 and received net proceeds of approximately $25,160,000 net of the underwriter's commissions and expenses of approximately $1,609,000. The Company called all of its outstanding Redeemable Class A Warrants for redemption on July 25, 1996 at a price of $.05 per Warrant. There were 114,680 Class A Warrants outstanding at the time of the call. On July 25, 1996, 96,422 Class A Warrants had been exercised for a share of Class A Common Stock at a price of $7.00 per share. The Company received approximately $635,000 net of expenses of approximately $40,000. NOTE B - COMMITMENTS/CONTINGENCIES The Company is a defendant in an action entitled Andrew Maxon v. Interactive Flight Technologies, Inc. brought in the United States District Court for the Eastern District of New York. The action was filed in February 1995 by an individual who performed certain services for the Company and with whom the Company had been engaged in negotiations to become an officer of the Company. The plaintiff claims breach of an alleged contract and wrongful discharge and is seeking damages of approximately $250,000 plus options to purchase 25,000 shares of the Company's stock. The Company believes that the claims are without merit and intends to defend them vigorously. Page 6 of 14 ITEM 2: RESULTS OF OPERATIONS GENERAL Interactive Flight Technologies, Inc. (the "Company") is engaged in the development, manufacture, installation and operation of a computer-based network in-flight entertainment network (the "Entertainment Network"), which provides aircraft passengers the opportunity to view movies, to purchase goods and services, to play computer games and, in certain cases where permitted by applicable law, to gamble through a high-resolution video touch screen. The Company entered into its first airline contract (the "Alitalia Contract") with Alitalia Airlines S.p.S. ("Alitalia") in 1995, and Alitalia accepted the contract following early completion of a trial period on February 1, 1996. The Alitalia Contract provides for the delivery of The Entertainment Network for installation on five MD-11 aircraft and the operation of The Entertainment Network on those aircraft over a period of approximately eight years. However, the Alitalia Contract does not presently provide for, and is not expected to provide for, passenger use of The Entertainment Network gambling features. In February 1996, an agreement was also signed with Debonair (the "Debonair Contract") to install and operate The Entertainment Network (including video casino style gambling) on Debonair's entire fleet, which consists of six RJ-146 aircraft. In July 1996, an agreement was signed with Swissair (the "Swissair Contract") to install and operate the second generation of The Entertainment Network (the "IFEN-2") on Swissair's entire [LONGHAUL] fleet, which consists of sixteen MD-11 aircraft and five 747's. Subject to the execution of an agreement with Interkantonale Landeslotterie ("ILL"), the operator of the Swiss lottery based in Zurich, Switzerland, the IFEN-2 systems installed on Swissair aircraft will allow passengers to participate in various Swiss lottery games, but are not expected to allow use of the traditional casino style gaming features such as slots or poker. However, under current U.S. law, these lottery games cannot be operated on flights which depart or land in the United States. In the event that no agreement is reached with ILL, either Swissair or the Company may terminate the Swissair agreement. Under the Swissair Contract, the Company will receive an aggregate of approximately $72 Million for the IFEN-2 hardware, plus the costs of installation and certain upgrades. The Company will also be reimbursed for its projected costs in connection with maintaining and operating the systems. However, the hardware purchase price and the operating expenses are payable only out of net revenues received from passenger participation in the aforementioned lottery games. Further, the Company may receive such amounts only after Swissair is first reimbursed from the net lottery revenues for certain expenses incurred in connection with the installation and operation of the IFEN-2 systems. Any amounts remaining after payment of the Company's operating costs and the IFEN-2 purchase price will be paid over to ILL. The Company will also receive a percentage of revenues and commissions from advertising and shopping services available on the installed IFEN-2 systems. In August 1996, a nonbinding letter of intent was signed with PetrolAir S.A. ("Petrol") to install The Entertainment Network (including video casino style gambling) on two PetrolAir aircraft. There can be no assurance that the Company will successfully negotiate definitive agreements with PetrolAir. Revenues during the first nine months ended July 31, 1996 were $2,920,835, comprised of sales revenue of $2,813,756 for Entertainment Networks delivered under the Alitalia Contract. Revenues also included $107,081 of Video service fees. Page 7 of 14 The Company incurred a net loss of $4,940,269 during the quarter ended July 31, 1996, an increase of $3,484,396 (or 239%) from a net loss of $1,455,873 for the quarter ended July 31, 1995. The Company incurred a net loss of $10,910,238 during the nine months ended July 31, 1996, an increase of $6,883,100 (or 171%) from a net loss of $4,027,138 for the nine months ended July 31, 1995. The increased losses were due to increasing of staff and building of facilities to fulfill the Company's requirements under the Alitalia Contract, the Debonair Contract, the Swissair Contract and other contracts under negotiation, increased marketing fees in connection with the issuance of warrants for services provided in connection with sales to Swissair, and increased professional and administrative fees and research and development expenses. The Company expects to continue to incur losses for the foreseeable future. At July 31, 1996, the Company's accumulated deficit was $16,643,795. Costs of goods sold were $4,542,006 (156% of sales) and $2,135,585 (171% of sales), respectively, for the nine month and three month periods ended July 31, 1996. Although the Company hopes to reduce the cost of goods sold as a percentage of sales for future periods, these percentages are likely to remain high over the next few quarters since the Company's business plan is to derive a substantial portion of its revenues from future passenger use of The Entertainment Network. Research and development expenses during the quarter ended July 31, 1996 were $1,248,602, an increase of $411,339 (or 49%) from $837,263 during the quarter ended July 31, 1995. Research and development expenses during the nine months ended July 31, 1996 were $2,910,603, an increase of $1,073,996 (or 59%) from $1,836,607 during the nine months ended July 31, 1995. These increases reflect expenses incurred in the continuing development of The Entertainment Network. The Company anticipates that research and development expenses will increase during the remainder of fiscal 1996. Marketing and administrative expenses during the quarter ended July 31, 1996 were $2,951,992, an increase of $2,189,035 (or 287%) from $762,957 for the quarter ended July 31, 1995. Marketing and administrative expenses during the nine months ended July 31, 1996 were $6,597,080, an increase of $5,025,595 (or 320%) from $1,571,485 for the nine months ended July 31, 1995. These increases were primarily due to substantially increased marketing activities (such as attendance at trade shows and travel relating to sales to airlines), increased sales commissions, increased administrative staff and related expenses, and the issuance of warrants to Banner Aerospace, Inc., and Leonard Toboroff as described in "Item 5 - Other Information." Expense for unusual items during the nine months ended July 31, 1996 was $112,000, reflecting a severance accrual in connection with the resignation of the Company's former President. The Company incurred no interest expense during the quarter and the nine months ended July 31, 1996, as compared to interest expense of $0 and $851,218, respectively, for the three months and nine months ended July 31, 1995. The elimination of interest expense was due to the repayment by the Company in February 1995 of the remaining indebtedness under its 1994 $3,100,000 bridge financing. The Company received interest income of $255,980 during the quarter ended July 31, 1996, an increase of $111,633 (or 77%) from interest income of $144,347 for the quarter ended July 31, 1995. The Company received interest income of $331,116 during the nine months ended July 31, 1996, an increase of $98,944 (or 43%) from interest income of $232,172 for the nine months ended July 31, 1995. This interest income arose principally out of short term investments of working capital, and the increase was primarily attributable to increased funds available for such investments as a consequence of the Company's Class A Warrant Exercise Offer in May 1996 and the subsequent redemption of remaining Class A Warrants in July 1996. The Company relocated its principal executive offices and its design and assembly facilities to Phoenix, Arizona and, in connection with this move, executed three separate three-year leases for office and industrial space in Phoenix during the current quarter. Under these leases, the Company occupies 24,781 sq. ft., 17,524 sq. ft. and 15,591 sq. ft., respectively (or an aggregate of approximately 57,900 square feet), in exchange for monthly rents of $31,952, $23,453 and Page 8 of 14 $8,677, respectively (or an aggregate of approximately $64,000). LIQUIDITY AND CAPITAL RESOURCES At July 31, 1996 the Company had working capital of approximately $25.0 Million and has incurred losses since that date. The Company increased its working capital in May 1996 from the proceeds of its Class A Warrant Exercise Offer, its third financing, from which the Company received proceeds (net of expenses of $1.6 Million) of approximately $25.2 Million. The Company further increased its working capital in July 1996 from Class A Warrant exercises (prompted by the Company's notice of redemption of the remaining Class A Warrants), from which the Company received proceeds of approximately $635,000 (net of expenses of approximately $40,000). The Company expects that losses will continue for the foreseeable future and, as a result, unless funds are received from additional financing, working capital is expected to decrease again following the initial increase attributable to receipt of proceeds from the aforementioned Exercise Offer. The Company's principal sources of funds to date have been through debt and equity financing. At August 29, 1996, the Company's only material capital commitments were purchase orders of approximately $14.0 Million relating primarily to inventory purchases. The Company's revenues have been generated, and are anticipated to be generated in the future, from sales, installation and servicing of The Entertainment Network aboard commercial and charter aircraft. The contracts the Company has executed and is currently negotiating generally provide for the Company to install The Entertainment Network on an aircraft and to be paid for the equipment and for its installation and maintenance out of revenue generated by passenger use of the installed network on the aircraft. As a result, the Company must expend significant capital amounts for the assembly, installation and maintenance of The Entertainment Network on each aircraft, but revenue as payment for the system will be received, if at all, only as a result of the use of the system over a potentially significant period of time. Moreover, the Company may also enter into commitments to purchase equipment necessary for additional installations, even in the absence of a purchase commitment from an airline, if such action is determined to be necessary or desirable to pursue business opportunities. The Company also expects its cash requirements to increase in future periods due to higher expenses associated with increased sales and marketing activities and financing of inventory purchases, installations and accounts receivable. As a consequence, the Company will need additional financing to perform under its existing contracts (i.e., the Alitalia Contract, the Debonair Contract and the Swissair Contract) in addition to any future contracts that it may enter into, including those it is currently negotiating. Although the Company has been in discussions with a number of external sources of capital to raise portions of the funds needed, there can be no assurances that such funds will be available in the near future when it will be needed for the contracts involved. Without additional funding from external capital sources or from exercise of the Company's outstanding warrants, the Company will not have sufficient cash to complete all of its existing and pending contracts. Moreover, although the Company's model of being paid out of revenues from the operation of The Entertainment Network provides it with substantial potential upside if such revenues are high, it also subjects the Company to substantial risk if passengers fail to make sufficient use of The Entertainment Network. The Company intends to use a substantial portion of its cash resources to fund its plan of operations, which includes the following elements, for approximately the next 12 months: . Completing the development of The Entertainment Network, including reconfiguring hardware components to meet the requirements of the FAA and airlines with which the Company has contracts, and developing certain software interfaces. . Performing under the Debonair Contract, including manufacturing, assembling and Page 9 of 14 delivering the balance of The Entertainment Network for the six RJ-146 aircraft. . Performing under the Swissair Contract, including manufacturing, assembling and delivering The Entertainment Network for sixteen MD-11 and five 747 aircraft. . Finalizing and performing under a contract (if executed) with PetrolAir to install The Entertainment Network on PetrolAir's two aircraft. . Marketing The Entertainment Network to additional airlines, primarily to international carriers, and performing under any contracts which the Company may execute with such airlines. . Updating and enhancing the programming software initially included in The Entertainment Network and developing or acquiring from third parties new programming software. Because the technology incorporated in The Entertainment Network is rapidly developing, the Company will also continue to develop hardware and software enhancements to meet market and customer demand. The foregoing represents the Company's current plan of operation for the next 12 months. Future events, including changes in technological, economic, regulatory or competitive conditions or the results of the Company's sales and marketing activities, may require changes in the Company's plans. FORWARD-LOOKING INFORMATION Except for historical information contained herein, the matters discussed in this Quarterly Report on Form 10-QSB/A are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties include, without limitation, the failure of passenger use of The Entertainment Network to generate sufficient revenues, the failure to execute definitive agreements with ILL (and, consequently, Swissair) and/or PetrolAir on favorable terms or at all, the failure of the Company to receive sufficient financing to perform its obligations under its existing and contemplated agreements, the impact of competition and downward pricing pressures, the effect of changing economic conditions, risks in technology development, the risks involved in currency fluctuations, and the other risks and uncertainties detailed from Registration Statement on Form SB-2 dated March 7, 1995, the Company's Annual Report on Form 10-KSB and amendment No. 1 to the Annual Report on Form 10-KSB/A for the fiscal year ended October 31, 1995. Page 10 of 14 PART II. OTHER INFORMATION ITEM 1: LEGAL PROCEEDINGS Reference is made to the information set forth under "Legal Proceedings" in the Company's Annual Report on Form 10-KSB and amendment No. 1 to the Annual Report on Form 10-KSB/A for the fiscal year ended October 31, 1995. ITEM 5: OTHER INFORMATION During the quarter, the Company entered into commitments to issue an aggregate of 275,000 of its Class B Warrants to Banner Aerospace, Inc. ("Banner") and Leonard Toboroff ("Toboroff"), with Banner to receive 187,500 Class B Warrants and Toboroff to receive 87,500 Class B Warrants. The Company also issued to Banner and Toboroff an aggregate of 165,000 of its newly- designated Class C Warrants and 165,000 of its newly-designated Class D Warrants, with 112,500 of each such class being issued to Banner and 52,500 of each such class being issued to Toboroff. Each Class C Warrant entitles the holder thereof to purchase one share of Class A Common Stock for an exercise price of $11.00, and each Class D Warrant entitles the holder thereof to purchase one share of Class A Common Stock for an exercise price of $14.00. Banner and Toboroff received the Class C and Class D Warrants, and the commitment to issue the Class B Warrants, in exchange for certain services rendered to the Company in connection with the Company's proposals to Swissair, leading up to the execution of the Swissair Agreement. ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K (A) EXHIBITS 3.2* - Amended and Restated Certificate of Incorporation of the Registrant 3.3* - Certificate of Amendment of Amended and Restated Certificate of Incorporation of Registrant 3.4* - By-laws of the Registrant 4.5** - Form of Class C Warrant 4.6** - Form of Class D Warrant 27 - Financial Data Schedules
___________________ * Incorporated by Reference from the Registrant's Registration Statement on Form SB-2, Registration No. 33-86928. ** Previously filed. (B) REPORTS ON FORM 8-K The Company did not file any reports on Form 8-K during the quarter ending July 31, 1996. Page 11 of 14 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: January 22, 1997 INTERACTIVE FLIGHT TECHNOLOGIES, INC. By: /s/ Michail Itkis ---------------------------------- Michail Itkis Chief Executive Officer By: /s/ John W. Alderfer ---------------------------------- John W. Alderfer Chief Financial Officer Page 12 of 14 INDEX OF EXHIBITS
Exhibit No. Description Page No. - ----------- ----------- -------- 3.2 Amended and Restated Certificate of * Incorporation of the Registrant 3.3 Certificate of Amendment of Amended and * Restated Certificate of Incorporation of Registrant 3.4 By-laws of the Registrant * 4.5 Form of Class C Warrant ** 4.6 Form of Class D Warrant ** 27 Financial Data Schedule 14
___________________________ * Incorporated by Reference from the Registrant's Registration Statement on Form SB-2, Registration No. 33-86928. ** Previously filed. Page 13 of 14 EX-27 2 ARTICLE 5 FINANCIAL DATA SCHEDULE
5 9-MOS 3-MOS OCT-31-1996 OCT-31-1996 NOV-01-1995 MAY-01-1996 JUL-31-1996 JUL-31-1996 22,684,009 7,765,454 0 0 1,860,115 0 0 0 1,983,442 1,964,932 26,863,747 10,071,475 1,770,223 461,858 334,585 32,564 29,019,580 10,688,782 3,097,002 815,570 0 0 0 0 0 0 120,066 72,200 0 0 29,019,580 10,688,782 2,813,756 1,200,378 2,920,835 1,252,430 4,542,006 2,135,585 14,162,187 6,448,679 0 0 0 0 0 0 (10,910,238) (4,940,269) 0 0 0 0 0 0 0 0 0 0 (10,910,238) (4,940,269) (2.05) (0.63) (2.05) (0.63)
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