-----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, LFM2Q3en/pRMO51Eqc+GySXifAJUM2NYofNzq38E184+3zs/Ua6Of4QSdsqURWpU Y0PRJlnCtQNOv1BH0017yw== 0001140361-08-003728.txt : 20080212 0001140361-08-003728.hdr.sgml : 20080212 20080212171158 ACCESSION NUMBER: 0001140361-08-003728 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080212 DATE AS OF CHANGE: 20080212 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PENN OCTANE CORP CENTRAL INDEX KEY: 0000893813 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PETROLEUM & PETROLEUM PRODUCTS (NO BULK STATIONS) [5172] IRS NUMBER: 521790357 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46901 FILM NUMBER: 08599369 BUSINESS ADDRESS: STREET 1: 77-530 ENFIELD LANE BLDG D CITY: PALM DESERT STATE: CA ZIP: 92211 BUSINESS PHONE: 7607729080 MAIL ADDRESS: STREET 1: 77-530 ENFIELD LANE BLDG D CITY: PALM DESERT STATE: CA ZIP: 92211 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL ENERGY DEVELOPMENT CORP DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: RUSSIAN FUND DATE OF NAME CHANGE: 19940302 FORMER COMPANY: FORMER CONFORMED NAME: KALININGRAD FUND DATE OF NAME CHANGE: 19930106 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHTER JEROME B CENTRAL INDEX KEY: 0001022881 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 26280 DORI LANE CITY: LOS ALTOS HILLS STATE: CA ZIP: 94022 BUSINESS PHONE: 7607729080 MAIL ADDRESS: STREET 1: 77-530 ENFIELD LANE STREET 2: BLDG. D CITY: PALM DESERT STATE: CA ZIP: 92211 SC 13G/A 1 doc1.htm Schedule 13G
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 05 )*


Penn Octane Corporation
(Name of Issuer)


Common Stock, par value $0.01 per share
(Title of Class of Securities)


707573101
(CUSIP Number)


December 31, 2007
(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)
[ ]  Rule 13d-1(c)
[ X ]  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 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).

 




SCHEDULE 13G
CUSIP No. 707573101

  1. Names of Reporting Persons.
Jerome B. Richter
I.R.S. Identification Nos. of above persons (entities only).

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)  [    ]       (b)  [    ]

  3. SEC USE ONLY

  4. Citizenship or Place of Organization
United States

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
5. Sole Voting Power
4,372,822 (1)

6. Shared Voting Power
0

7. Sole Dispositive Power
4,372,822 (1)

8. Shared Dispositive Power
0

  9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,372,822

  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  [    ]

  11. Percent of Class Represented by Amount in Row (9)
27.93%

  12. Type of Reporting Person
IN


(1) Assumes the exercise by the Reporting Person of 250,000 purchase warrants exercisable within 60 days into 250,000 shares of common stock.


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Item 1.

 

(a)

Name of Issuer

Penn Octane Corporation

 

(b)

Address of Issuer's Principal Executive Offices

77-530 Enfield Lane, Bldg. D
Palm Desert, CA 92211


Item 2.

 

(a)

Name of Person Filing

Jerome B. Richter

 

(b)

Address of Principal Business Office or, if none, Residence

77-530 Enfield Lane, Bldg. D
Palm Desert, CA 92211

 

(c)

Citizenship

United States

 

(d)

Title of Class of Securities

Common Stock, par value $0.01 per share

 

(e)

CUSIP Number

707573101


Item 3.

If this statement is filed pursuant to §§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 §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 (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 §240.13d-1(b)(1)(ii)(J).


Item 4.

Ownership.

 

(a)

Amount beneficially owned:

4,372,822

 

(b)

Percent of class:

27.93%

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote

4,372,822

 

 

(ii)

Shared power to vote or to direct the vote

0

 

 

(iii)

Sole power to dispose or to direct the disposition of

4,372,822

 

 

(iv)

Shared power to dispose or to direct the disposition of

0


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.

                                 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 or Control Person

 

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.

Certifications

 

  Not Applicable


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.

 
Date:   February 11, 2008
  Jerome B. Richter

 
  By: /s/ Jerome B. Richter
      Jerome B. Richter
 


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