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CUSIP
NO. 709640106
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1.
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator
Momentum Fund, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING
POWER
0
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6.
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SHARED
VOTING
POWER
18,545,454
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7.
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SOLE
DISPOSITIVE
POWER
0
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8.
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SHARED
DISPOSITIVE
POWER
18,545,454
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
18,545,454
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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12.
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TYPE
OF REPORTING PERSON
PN
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CUSIP
NO. 709640106
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1.
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mercator
Momentum Fund III, L.P.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
0
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12.
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TYPE
OF REPORTING PERSON
PN
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CUSIP
NO. 709640106
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1.
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monarch
Pointe Fund, Ltd.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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o
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(b)
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x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
0
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
0
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
0
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
%
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12.
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TYPE
OF REPORTING PERSON
CO
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CUSIP
NO. 709640106
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1.
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
M.A.G.
Capital, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
California
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
18,545,454
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
18,545,454
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
18,545,454
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12.
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TYPE
OF REPORTING PERSON
IA
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CUSIP
NO. 709640106
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1.
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NAMES
OF REPORTING PERSONS.
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David
F. Firestone
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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(b)
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x
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3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
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SOLE
VOTING POWER
0
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6.
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SHARED
VOTING POWER
18,545,454
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7.
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SOLE
DISPOSITIVE POWER
0
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8.
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SHARED
DISPOSITIVE POWER
18,545,454
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON.
18,545,454
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10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.9%
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12.
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TYPE
OF REPORTING PERSON
IN
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This
statement is hereby amended and restated in its entirety as
follows:
Item
1(a). Name of Issuer.
The
name
of the issuer is Penthouse International, Inc. (the “Issuer”).
Item
1(b). Address of Issuer’s Principal Executive
Offices.
The
address of the Issuer’s principal executive office is 11 Penn Plaza, New York,
New York 10001.
Item
2(a). Name of Person Filing.
Mercator
Momentum Fund, L.P. (“Momentum Fund”)
Mercator
Momentum Fund III, L.P. (“Momentum Fund III,” together with Momentum Fund, the
“Funds ”)
M.A.G.
Capital, LLC (“MAG”)
David
F.
Firestone (“Firestone”)
Monarch
Pointe Fund, Ltd. (“MPF”)
This
statement relates to the securities directly owned by the Funds and MPF. MAG
is
the general partner of each of the Funds and controls the investments of MPF.
Firestone is the Managing Member of MAG. As a result of their control over
the
Funds and MPF, Firestone and MAG are deemed to beneficially own the securities
of the Funds and MPF. The Funds, MPF, MAG and David F. Firestone are referred
to
herein as the “Reporting Persons.”
Item
2(b). Address of Principal Business Office, or, if None,
Residence.
The
business address of each of the Funds, MAG and Firestone is 555 S. Flower
Street, Suite 4200, Los Angeles, CA 90071. The business address of MPF is c/o
Bank of Ireland Securities Services, Ltd., New Century House, International
Financial Services Center, Mayor Street Lower, Dublin 1, Republic of
Ireland.
Item
2(c). Citizenship.
Each
of
the Funds is a California limited partnership. MAG, their general partner,
is a
California limited liability company. MPF is a corporation organized under
the
laws of the British Virgin Islands.Firestone is a U.S. Citizen.
Item
2(d). Title of Class of Securities.
The
title
of the class of securities to which this statement relates is the common stock
of the Issuer (the “Common Stock”).
Item
2(e). CUSIP No.
The
CUSIP
number is 709640106.
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Item
3.
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If
This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b), Check
Whether the Person Filing is
a:
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(a)
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[ ]
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Broker or dealer registered under Section 15 of
the
Act
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(b)
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[ ]
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Bank as defined in Section 3(a)(6) of the
Act
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(c)
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[ ]
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Insurance Company as defined in Section 3(a)(19)
of the
Act
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(d)
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[ ]
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Investment Company registered under Section 8 of
the
Investment Company Act of 1940
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(e)
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[ ]
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Investment Adviser registered under section 203
of the
Investment Advisers Act of 1940
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(f)
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[
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Employee
Benefit Plan, Pension Fund which is subject to the provisions of
the
Employee Retirement Income Security Act of 1974 or Endowment Fund;
see
Rule 13d-1(b)(1)(ii)(F)
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(g)
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[
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Parent Holding Company, in accordance with Rule
13d-1(b)(1)(ii)(G) (Note: See Item 7)
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(h)
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[
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Group, in accordance with Rule
13d-1(b)(1)(ii)(H).
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As
of
December 31, 2007, Mercator Momentum owned 2,040,000 shares of Series D
Preferred Stock (“Series D Shares”).
Neither
Mercator Momentum III nor MPF, directly or indirectly, owned any securities
of
the Issuer.
Neither
MAG nor Firestone directly owned any securities of the Issuer.
Each
of
the Series D Shares is convertible at the election of its holder into a number
of shares of the Common Stock of the Issuer equal to $1.00 divided by the then
current “Conversion Price.” The Conversion Price is currently $0.11 but is
subject to adjustment upon the occurrence of stock splits, dilutive stock
issuances and various other events.
The
Certificate of Determination which establishes the terms of the Series D Shares
and the agreements governing the terms of the warrants contain provisions
prohibiting any conversion of the Series D Shares or exercise of the warrants
that would result in the Reporting Persons and their affiliates owning
beneficially more than 9.99% of the outstanding Common Stock as determined
under
Section 13(d) of the Securities Exchange Act of 1934.
As
of
December 31, 2007, the aggregate number and percentage of class of securities
identified pursuant to Item 4 beneficially owned by each person identified
in Item 2(a) may be found in rows 9 and 11 of the cover pages. The
percentages were based on the assumption that the Issuer had 293,679,473 shares
of Common Stock outstanding as of December 31, 2006, which is the number
reported by the Issuer in the Issuer’s Report on Form 8-K filed on
April 8, 2004.
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Item
5.
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Ownership
of Five Percent or Less of a
Class.
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If
this
Schedule 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 [X]
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person.
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Not
Applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on by the Parent Holding
Company.
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Not
Applicable.
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Item
8.
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Identification
and Classification of Members of the
Group.
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Not
Applicable.
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Item
9.
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Notice
of Dissolution of Group.
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Not
Applicable.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
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.
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Dated:
February
14, 2008
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Dated:
February
14, 2008
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MERCATOR MOMENTUM FUND, L.P.
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MERCATOR MOMENTUM FUND III, L.P.
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By:
M.A.G.
CAPITAL, LLC, its general partner
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By:
M.A.G.
CAPITAL, LLC, its general partner
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By:
/s/ David
Firestone
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By:
/s/ David Firestone
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David
Firestone, Managing Partner
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David
Firestone, Managing Partner
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Dated:
February
14, 2008
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Dated:
February
14, 2008
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MONARCH POINTE FUND,
LTD.
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M.A.G. CAPITAL, LLC
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By:
M.A.G.
CAPITAL, LLC, its investment advisor
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By:
/s/ David Firestone
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David Firestone, Managing Partner
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By:
/s/ David Firestone
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David
Firestone, Managing Partner
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Dated:
February
14, 2008
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/s/ David F. Firestone
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David
F. Firestone
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EXHIBIT
A
AGREEMENT
OF JOINT FILING
The
undersigned hereby agree that the statement on Schedule 13G filed herewith
(and
any amendments thereto), is being filed jointly with the Securities and Exchange
Commission pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, on behalf of each such person.
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MERCATOR
MOMENTUM
FUND, L.P.
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By:
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M.A.G.
CAPITAL, LLC,
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its general partner
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By:
/s/ David Firestone
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David
Firestone, Managing Partner
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MERCATOR MOMENTUM FUND III,
L.P.
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By:
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M.A.G. CAPITAL, LLC,
its
general partner
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By:
/s/ David Firestone
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David Firestone, Managing Partner
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MONARCH POINTE FUND, LTD.
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By:
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M.A.G. CAPITAL, LLC, its investment advisor
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By:
/s/ David Firestone
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David Firestone, Managing Partner
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M.A.G. CAPITAL, LLC
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By:
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/s/ David Firestone
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David
Firestone, Managing Partner
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/s/ David F. Firestone
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David
F. Firestone
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