-----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, PrYV+6oqwF1aTxz2C0SspEbTPlteibSSXXwALhdXcgEuZc5qNxa28amgKA994FcY dq47cyAZ4i50TB/fbsFKYw== 0000950136-05-007981.txt : 20051213 0000950136-05-007981.hdr.sgml : 20051213 20051213144201 ACCESSION NUMBER: 0000950136-05-007981 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDLAND DION R CENTRAL INDEX KEY: 0001105496 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 28 SLOANE STREET FLAT # 8 STREET 2: LONDON SW1X9NE UNITED KINGDOM CITY: LONDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL FUEL TECHNOLOGY INC CENTRAL INDEX KEY: 0001078723 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 880357508 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-56161 FILM NUMBER: 051260724 BUSINESS ADDRESS: STREET 1: 7777 BONHOMME STREET 2: SUITE 1920 CITY: ST. LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3147273333 MAIL ADDRESS: STREET 1: 7777 BONNHOMME STREET 2: SUITE 1920 CITY: ST. LOUIS STATE: MO ZIP: 63105 FORMER COMPANY: FORMER CONFORMED NAME: BLENCATHIA ACQUISITION CORP DATE OF NAME CHANGE: 19990209 FORMER COMPANY: FORMER CONFORMED NAME: BLENCATHSA ACQUISITION CORP DATE OF NAME CHANGE: 19990208 SC 13G 1 file001.htm SCHEDULE 13G


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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO.  )*


                       INTERNATIONAL FUEL TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    45953X109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                NOVEMBER 11, 2005
- --------------------------------------------------------------------------------
             (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 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).



PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS
FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB
CONTROL NUMBER.

SEC 1745 (12-02)




CUSIP NO. 45953X109                   13G                      PAGE 2 OF 7 PAGES

- --------------------------------------------------------------------------------
1.  NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

                               DION R. FRIEDLAND
- --------------------------------------------------------------------------------
2.  CHECK THE APPROPRIATE BOX IF A GROUP*                             (a) [ ]
                                                                      (b) [X]
- --------------------------------------------------------------------------------
3.  SEC USE ONLY

- --------------------------------------------------------------------------------
4.  CITIZENSHIP OR PLACE OF ORGANIZATION

                           REPUBLIC OF SOUTH AFRICA
- --------------------------------------------------------------------------------
                     5.   SOLE VOTING POWER            7,487,097
   NUMBER OF
    SHARES         -------------------------------------------------------------
 BENEFICIALLY        6.   SHARED VOTING POWER              0
   OWNED BY
     EACH          -------------------------------------------------------------
   REPORTING         7.   SOLE DISPOSITIVE POWER       7,487,097
 PERSON WITH:
                   -------------------------------------------------------------
                     8.   SHARED DISPOSTIVE POWER          0
- --------------------------------------------------------------------------------
9.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON       7,487,097

- --------------------------------------------------------------------------------
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)                                                       [X]

    The Shares described on Exhibit 1 attached hereto and made a part hereof
    are hereby excluded from the aggregate number of Shares set forth in Row
    (9).
- --------------------------------------------------------------------------------
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                      8.65%

- --------------------------------------------------------------------------------
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                             IN

- --------------------------------------------------------------------------------




CUSIP NO. 45953X109                   13G                      PAGE 3 OF 7 PAGES

ITEM 1.

     (a)  Name of Issuer:                    International Fuel Technology, Inc.


     (b)  Address of Issuer's Principal
          Executive Offices:                 777 Bonhomme
                                             Suite 1920
                                             St. Louis Missouri 63105

ITEM 2.

     (a)  Name of Person Filing:             Dion R. Friedland

     (b)  Address of Principal Business
          Office or, if none, Residence:     26 Sloane Street
                                             Flat #10
                                             London SWIX9NE
                                             United Kingdom

     (c)  Citizenship:                       South Africa

     (d)  Title of Class of Securities:      COMMON STOCK, PAR VALUE $.001
                                             PER SHARE

     (e)  CUSIP Number:                      45953X109


ITEM 3. If this statement is filed pursuant to ss.ss.240.13d-1(b) or
        240.13d-2(b) or (c), check whether the person filing is a:

     (a)  [ ]  Broker or dealer registered under section 15 of the Act
               (15 U.S.C. 78o).

     (b)  [ ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

     (c)  [ ]  Insurance company as defined in section 3(a)(19) of the Act
               (15 U.S.C. 78c).

     (d)  [ ]  Investment company registered under section 8 of the Investment
               Company Act of 1940 (15 U.S.C 80a-8).

     (e)  [ ]  An investment adviser in accordance with
               ss.240.13d-1(b)(1)(ii)(E);

     (f)  [ ]  An employee benefit plan or endowment fund in accordance with
               ss.240.13d-1(b)(1)(ii)(F);

     (g)  [ ]  A parent holding company or control person in accordance with
               ss. 240.13d-1(b)(1)(ii)(G);

     (h)  [ ]  A savings associations as defined in Section 3(b) of the Federal
               Deposit Insurance Act (12 U.S.C. 1813);

     (i)  [ ]  A church plan that is excluded from the definition of an
               investment company under section 3(c)(14) of the Investment
               Company Act of 1940 (15 U.S.C. 80a-3);

     (j)  [ ]  Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).




CUSIP NO. 45953X109                   13G                      PAGE 4 OF 7 PAGES


ITEM 4. OWNERSHIP.

     Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.

     The 7,487,0970 Shares in the aggregate of which the Reporting Person is
deemed to have beneficial ownership as of December 1, 2005 are owned of record
as follows:

     (a) Giant Trading, Inc., a Panamanian corporation controlled solely by the
Reporting Person, owns 3,319,510 Shares and currently exercisable warrants to
purchase 697,199 Shares, the sum of which is 7,487,097 Shares representing
4.67%% of the Class; and

     (b) Magnum Select Fund Ltd., a corporation organized under the laws of the
British Virgin Island ("Magnum"), of which the Reporting Person is a Director,
owns 376,310 Shares and currently exercisable warrants to purchase 94,078
Shares, the sum of which is 470,388 Shares representing 0.56% of the Class. The
Reporting Person is also a principal of Magnum's investment advisor; and

     (c) FT Marketing Ltd., a corporation organized under the laws of the
British Virgin Island, owned 90% by the Reporting Person and of which the
Reporting Person is a principal decision maker, owns currently exercisable
options to purchase 3,000,000 Shares, which represents 3.42% of the Class.

     The Reporting Person disclaims beneficial ownership of the Shares in which
he has no pecuniary interest.

     The percentage calculations set forth in this Schedule are based on
84,719,724 Shares outstanding as of October 11, 2005, as reported in the
Issuer's Quarterly Report on Form 10-Q for the period ended September 30, 2005
filed with the Securities and Exchange Commission on November 15, 2005. For
purposes of the calculations, the number of shares subject to exercisable
warrants and options have been included in the respective denominators as
indicated above.

(a)  Amount beneficially owned:                                        7,487,097

(b)  Percent of class:                                                     8.65%

(c)  Number of shares as to which the person has:

(d)  (i)   Sole power to vote or to direct the vote:                   7,487,097

(e)  (ii)  Shared power to vote or to direct the vote:                         0

(f)  (iii) Sole power to dispose or to direct the disposition of:      7,487,097

(g)  (iv)  Shared power to dispose or to direct the disposition of:            0





CUSIP NO. 45953X109                   13G                      PAGE 5 OF 7 PAGES


ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].

Instruction: Dissolution of a group requires a response to this item.


ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.


ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
        SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

     If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the
identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant
subsidiary.


ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

     If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member OF the group.


ITEM 9. NOTICE OF DISSOLUTION OF GROUP

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.




CUSIP NO. 45953X109                   13G                      PAGE 6 OF 7 PAGES


ITEM 10. CERTIFICATION

     The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):

(a)  By signing below I certify that, to the best of my knowledge and belief,
     the securities referred to above were acquired and are held in the ordinary
     course of business and 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. [ ]

     The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(c):

(b)  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. [X]


                                    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.


             December 8, 2005
             ----------------
             Date

             /s/ Dion R. Friedland
             ---------------------
             Signature

             Dion R. Friedland
             -----------------
             Name


The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer or general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties for whom copies are to be sent.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

EX-1 2 file002.htm SHARES EXCLUDED FROM ROW 9



CUSIP NO. 45953X109                   13G                      PAGE 7 OF 7 PAGES


                                    EXHIBIT 1
                           SHARES EXCLUDED FROM ROW 9
                           --------------------------

The below listed Shares are owned beneficially and of record by the Reporting
Person's children and a Delaware limited partnership owned and controlled solely
by them.

These Shares are excluded from Row 9 based on the following representations made
by them and by the Reporting Person:

1. None of the Reporting Person's children nor the Magnum Growth Fund LP (the
"Growth Fund") acquired the securities with any purpose, or with the effect of,
changing or influencing the control of the Issuer, or in connection with or as a
participant in any transaction having that purpose or effect;

2. The Reporting Person does not have shared investment power or voting power
with respect to the Shares held by his children or by the Growth Fund;

3. None of the Reporting Person's children are minors or living under the
Reporting Person's roof;

4. Neither the Reporting Person nor any entity owned or controlled by him is an
investment advisor to any of his children or to the Growth Fund;

5. The Reporting Person, his children and the Growth Fund do not act in concert;
and

6. The Reporting Person does not have any pecuniary interest in the Shares owned
by any of his children or by the Growth Fund.

                                                                Magnum Growth
Cherise Metz   David Friedland   Lara Block   Brett Friedland      Fund LP
- ------------   ---------------   ----------   ---------------      -------
   13,700            4,000         13,240          10,000           87,241
   24,138           13,793         13,793          24,138                0
    6,034            3,448          3,448           6,034           21,810
   ------           ------         ------          ------          -------
   43,872           21,241         30,481          40,172          109,051
   ======           ======         ======          ======          =======

Total shares: 244,817
              =======

Aggregate percentage of outstanding Shares calculated as set forth in Item 4
owned by the persons named above: 0.30%.

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