-----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, NiCzoNBK4a1zHj7tmo3fKduQYWBCKtoO5HOZk30VPZHfCdT9MnbBt2/gFz7dNiU7 tS8Jt5TKIGfh97S387/MiQ== 0001140361-09-005932.txt : 20090304 0001140361-09-005932.hdr.sgml : 20090304 20090304155325 ACCESSION NUMBER: 0001140361-09-005932 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090304 DATE AS OF CHANGE: 20090304 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: 09655499 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. 06)*

OMB Number
3235-0145
PENN OCTANE CORP
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
707573101
(CUSIP Number)
December 31 , 2008
(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)
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).

CUSIP No.

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

    RICHTER JEROME B

  2. Check the Appropriate Box if a Member of a Group (See Instructions)
  3. SEC Use Only
  4. Citizenship or Place of Organization

    United States

Number of Shares Beneficially Owned by Each Reporting Person With:

  1. Sole Voting Power

    4,091,092 (1)

  2. Shared Voting Power

  3. Sole Dispositive Power

    4,091,092 (1)

  4. Shared Dispositive Power

  1. Aggregate Amount Beneficially Owned by Each Reporting Person

    4,091,092

  2. Check if the Aggregate Amount in Row 9 Excludes Certain Shares (See Instructions)  
  3. Percent of Class Represented by Amount in Row 9

    26.13%

  4. Type of Reporting Person (See Instructions)

    IN

Footnotes:

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

 

Item 1.

  1. Name of Issuer

    Penn Octane Corporation

  2. Address of Issuer's Principal Executive Offices

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

Item 2.

  1. Name of Person Filing

    Jerome B. Richter

  2. Address of Principal Business Office or, if None, Residence

    335 Tomahawk Drive
    Palm Desert, CA 92211

  3. Citizenship

    United States

  4. Title of Class of Securities

    Common Stock, par value $0.01 per share

  5. 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:

  1.  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
  2.  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
  3.  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
  4.  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
  5.  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  6.  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  7.  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
  8.  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  9.  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);
  10.  Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

  1. Amount beneficially owned:

    4,091,092

  2. Percent of class:

    26.13%

  3. Number of shares as to which the person has:
    1. Sole power to vote or to direct the vote:

      4,091,092

    2. Shared power to vote or to direct the vote:

      0

    3. Sole power to dispose or to direct the disposition of:

      4,091,092

    4. 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  .

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

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. Certification

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.

March 04, 2009
Date
/s/ Jerome B. Richter
Signature
Jerome B. Richter
Name / Title

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 for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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