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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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.
(Continued on following pages)
Page 1 of 5 Pages
Page 2 of 5 Pages
[EXPLANATORY NOTE: This Schedule 13D/A-1 amends Items 2 and 5 of the Schedule 13D filed on May 5, 2005]
Item 2. Indentity and Background.
(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.
Item 5. Interest in Securities of the Issuer.
(c)
On May 24, 2005, the Issuer filed a Form 15 (Securities Registration Termination) with the SEC.
Page 3 of 5 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 4 of 5 Pages
Annex A
Directors, Officers and Controlling Persons
Page 5 of 5 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
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
Dated: June 7, 2005
JG PRIVATE TRUST COMPANY LIMITED,
as trustee of the PITRIZZA TRUST
By:
/s/ Geoffrey Cone
Name:
Geoffrey Cone
Title:
Director
By:
/s/ Isaac Gilinski
Name:
Isaac Gilinski
Title:
Director
of the Reporting Person
Name/Citizenship
Title
Business Address
Director
12 Avenue des
Spelugues MC-98000,
Monaco
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, Isaac Gilinski is
also a controlling person by virtue of having the power to replace some or all of the directors of the
Reporting Person. Jaime Gilinski no longer serves as a director of the Reporting Person or has the
power to control the Reporting Person or the Pitrizza Trust.