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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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 disclosures 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).
Persons who 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.
Page 1 of 6 Pages
Page 2 of 6 Pages
CUSIP No. 719208100
Item 1. Security and Issuer.
This Schedule 13D (the “Statement”) relates to the common stock, $.001 par value (the “Common
Stock”), of Phone1Globalwide Inc. (the “Company”). This Schedule 13D is being filed by JG Private
Trust Company Limited (the “Reporting Person”), as trustee of the Pitrizza Trust (the “Trust”).
The Company’s principal executive offices are located at 100 N. Biscayne Blvd., 25
th
Floor, Miami, FL 33132.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Not Applicable – See Item 4
Item 4. Purpose of Transaction.
The Reporting Person is a corporation formed in New Zealand for the express purpose of acting
as the trustee of certain family trusts established for the benefit of the Gilinski family.
Specifically, the Reporting Person has replaced Rothschild Trust Guernsey Limited (a corporation
formed under the laws of Guernsey, Channel Islands) as the trustee of the Trust. The Trust may be
considered the beneficial owner (for securities purposes only) of the Shares. The Reporting Person
does not have any present intention to (i) acquire shares of the Company, (ii) reorganizing or
liquidate the Company, (iii) sell a substantial portion of the Company’s assets, (iv) change the
Board or management of the Company, (v) change the Company’s articles, bylaws, capitalization,
dividend policy, business or corporate structure; provided, however, the Reporting Person may elect
in the future to take any of the foregoing actions, to the extent it is possible for the Reporting
Person to effectuate such actions.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be considered the beneficial owner (for securities purposes only)
of the Shares. Based upon the Company’s most recent public reports, the Shares represent
approximately 68.7% of the total number of outstanding shares of the Common Stock of the Company.
Page 3 of 6 Pages
(b) HTH maintains the sole power to vote or to direct the voting of, and the sole power to
dispose of, or to direct the disposition of, the Shares. The Trust owns all of the shares of HTH.
(c) There has been no activity in regards to shares of stock of the Company by the Reporting
Person, HTH or the Trust since the joint filing of a Schedule 13D/A by HTH and the previous
trustee of the Trust on April 12, 2005.
(d) Not applicable.
(e) Not applicable.
None
None
Page 4 of 6 Pages
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.
Page 5 of 6 Pages
Annex A
Directors, Officers and Controlling Persons
Page 6 of 6 Pages
CUSIP No. 719208100
1.
Name of Reporting Person:
JG Private Trust Company
Limited, as trustee of the Pitrizza Trust
I.R.S. Identification Nos. of above persons (entities
only):
2.
Check the Appropriate Box if a Member of a Group (See
Instructions):
(a)
o
(b)
þ
3.
SEC Use Only:
4.
Source of Funds (See Instructions):
Not Applicable -
See Item 4
5.
Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e):
o
6.
Citizenship or Place of Organization:
New
Zealand
Number
of
Shares
Beneficially
Owned by
Each Reporting
Person
With
7.
Sole Voting Power:
None
8.
Shared Voting
Power:
None
9.
Sole Dispositive
Power:
None
10.
Shared Dispositive
Power:
None
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person:
99,414,661 shares of Common Stock
12.
Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions):
o
**
13.
Percent of Class Represented by
Amount in Row (11):
68.7%
14.
Type of Reporting Person (See
Instructions):
CO
(a)
This Schedule 13D relates to the 99,414,661 shares of Common Stock of the
Company (the “Shares”) that are owned by Hispanic Telecommunications Holding,
S.A. (“HTH”). The Trust is the sole shareholder of HTH and, as such, may be considered
the beneficial owner (for securities purposes only) of the Shares.
(b)
The principal business address of the Reporting Person is Level 3, 280 Parnell Road, Parnell,
Auckland, New Zealand, 1013.
(c)
Current information concerning the identity and background of the directors, officers and
other controlling persons of the Reporting Person are set forth in Annex A.
(d)
The Reporting Person has not, during the last five years, been convicted in a criminal
proceeding.
(e)
The Reporting Person has not, during the last five years, been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State securities laws or
finding any violation with respect to such laws.
(f)
The Reporting Person is organized and existing under the laws of New Zealand.
Item 6.
Contracts, Arrangements, Understandings Or Relationships With Respect To Securities of the
Issuer.
Item 7.
Material to be Filed as Exhibits.
Dated: May 5, 2005
JG PRIVATE TRUST COMPANY LIMITED,
as trustee of the PITRIZZA TRUST
By:
/s/ Geoffrey Cone
Name:
Geoffrey Cone
Title:
Director
By:
/s/ Jaime Gilinski
Name:
Jaime Gilinski
Title:
Director
of the Reporting Person
Name/Citizenship
Title
Business Address
Director
Calle Manuel Maria y
Caza 19, Panama,
Republic of Panama
Director
12 Avenue des
Spelugues MC-98000,
Monaco
Director
Level 3, 280 Parnell
Road, Parnell,
Auckland,
New Zealand, 1013.
*
In additional to serving as a director of the Reporting Person, Jaime Gilinski is also a
controlling person by virtue of having the power to replace some or all of the directors of the
Reporting Person.