UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
PHOTOMATRIX, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
719350
(CUSIP Number)
OTTO E. SORENSEN, 600 W. Broadway, Ste. 2600, San Diego, CA 92101
(619) 699-2534
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 5, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. ___
Check the following box if a fee is being paid with the statement ___. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 719350
1. NAME OF REP0RTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James P. Hill
Gale H. Hill
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ____
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e): _____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,580,176
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,580,176
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,580,176
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.9%
14. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILING OUT*
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer:
Title and class of equity securities to which the statement relates:
Common Stock
Name and Address of the Principal Executive Offices of the Issuer:
Photomatrix, Inc.
1958 Kellogg Avenue
Carlsbad, CA 92008
Item 2. Identity and Background
(a) Name:
James P. Hill
Gale H. Hill
(b) Address:
2215 Willow St.
San Diego, CA 92106
_____________________
_____________________
(c) Occupation and Principal Business Address:
Attorney
Sullivan, Hill, Lewin, Rez, Engel & Labazzo
2215 Willow St.
San Diego, CA 92106
___________________________________
___________________________________
___________________________________
(d) Whether or not, during the last five years, Mr. Hill or Mrs. Hill have
been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) and, if so, the dates, nature of conviction,
name and location of court, and penalty imposed, or other disposition
of the case:
Mr. and Mrs. Hill have not, during the last 5 years, been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
<PAGE>
(e) Whether nor not, during the last five years, Mr. Hill or Mrs. Hill
were 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; and, if so, identify and describe such proceedings and
summarize the terms of such judgment, decree or final order:
Mr. Hill and Mrs. Hill have not, during the last 5 years, been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction which, 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 found any violation with respect
to such laws.
(f) Citizenship:
United States
Item 3. Source and Amount of Funds or Other Consideration:
Mr. Hill received 1,410,352 shares as a result of a merger between
Photomatrix Acquisition, Inc., a wholly-owned subsidiary of
Photomatrix, Inc. and I-PAC Manufacturing, Inc. ("I-PAC"). The
1,410,352 shares have been issued in the name of James P. Hill,
Trustee of the Hill Family Trust DTD September 14, 1988. Mr. Hill and
Mrs. Hill are trustees of the trust. Effective on the date of merger,
June 5, 1998, Mr. Hill became a Director of Photomatrix, Inc. In
addition, 168,824 shares were issued as part of the merger to Loma
Services Corporation. Finally, Loma Services Corporation Money
Purchase Pension Plan is the holder of 1,000 shares purchased on the
open market. Mrs. Hill is the sole shareholder of Loma Services
Corporation. Mr. and Mrs. Hill are the sole beneficiaries of the Loma
Services Corporation Money Purchase Pension Plan.
Item 4. Purpose of Transaction:
The transaction requiring this report was the merger of Photomatrix
Acquisition, Inc. and I-PAC in which Mr. Hill received shares of
Common Stock of Photomatrix, Inc. in exchange for his ownership
interest in I-PAC. Mr. and Mrs. Hill do not have any present plans to:
(a) acquire any additional securities; or (b) engage in any
extraordinary corporate transactions such as mergers, reorganizations
or liquidations of the issuer; (c) sell or transfer any assets of the
issuer; (d) effect a change in the present Board of Directors or
management of the issuer, including changing the number or term of
directors or to fill existing vacancies on the Board; (e) materially
change the present capitalization or dividend policy of the issuer;
<PAGE>
(f) materially change the issuer's business or corporate structure;
(g) change the issuer's Articles of Incorporation, Bylaws or related
instruments or conduct other actions to impede the acquisition or
control of the issuer by any persons; (h) cause a class of securities
of the issuer to be delisted from the New York Stock Exchange;
(i) effect a change which would result in a class of equity securities
of the issuer to become eligible for termination of registration under
Section 12(g) of the Securities Exchange Act of 1934; or (j) conduct
any action similar to those discussed above.
Item 5. Interest in Securities of the Issuer:
(a) The aggregate number of shares of Common Stock beneficially owned
by Mr. and Mrs. Hill is 1,580,176 which represents 15.9% of the
total outstanding shares of Common Stock of the issuer. The
number 1,580,176 includes 1,410,352 shares held in the name of
the Hill Family Trust and 168,824 shares owned by Loma Services
Corporation and 1,000 shares owned by the Loma Services
Corporation Money Purchase Pension Plan . Mr. Hill and Mrs. Hill
are the trustees of the Hill Family Trust; Mrs. Hill is the sole
shareholder of Loma Services Corporation. Mr. and Mrs. Hill are
the beneficiaries of the Loma Services Corporation Money Purchase
Pension Plan.
(b) Mr. Hill and Mrs. Hill have the sole power to vote or direct the
vote, dispose or direct the disposition of the shares of Common
Stock held by the Hill Family Trust, Loma Services Corporation or
the Loma Services Corporation Money Pension Plan.
(c) Other than the receipt of the shares of Common Stock in the
merger and the purchase of 1,000 shares by Loma Services
Corporation Money Purchase Pension Plan, no transactions in the
Common Stock of the issuer have been effected during the past 60
days by Mr. Hill or Mrs. Hill.
(d) Mr. Hill and Mrs. Hill have the right to receive and the right to
direct the receipt of the benefits of dividends from the Company
and the proceeds from any sale of the Company's Common Stock with
regard to shares held by the Hill Family Trust, Loma Services
Corporation and the Loma Services Corporation Money Pension Plan.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer:
Registration Rights Agreement between Photomatrix, Inc. and Mr.
Hill.
Item 7. Material to be Filed as Exhibits.
Registration Rights Agreement previously filed and incorporated herein
by reference.
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.
June 16, 1998
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James P. Hill
----------------------------------
Gale H. Hill
