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, Trustee of the Hill Family Trust DTD September 14, 1988
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
1,410,352
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,410,352
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,410,352
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
_____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%
14. TYPE OF REPORTING PERSON*
OO
*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:
Hill Family Trust DTD September 14, 1988
(b) Address:
2215 Willow St.
San Diego, CA 92106
(c) Occupation and Principal Business Address:
Family Trust
2215 Willow St.
San Diego, CA 92106
(d) Whether or not, during the last five years, the Trust has 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:
The Trust has 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, the Trust was 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:
The Trust has 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:
The Trust 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"). Effective
on the date of merger, June 5, 1998, James P. Hill, a trustee of the
Trust, became a Director of Photomatrix, Inc.
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. The Trust does 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 the Trust is 1,410,352 which represents 14.2% of the total
outstanding shares of Common Stock of the issuer.
(b) The Trustees of the Trust, James P. Hill and Gale H. Hill, have
the sole power to vote or direct the vote, and the sole power to
dispose or direct the disposition of the shares of Common Stock
held by the Hill Family Trust.
(c) Other than the receipt of the shares of Common Stock in the
merger, no transactions in the Common Stock of the issuer have
been effected during the past 60 days by the Trust.
(d) The Trust has 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.
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
HILL FAMILY TRUST DTD SEPTEMBER 14,
1988
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James P. Hill, Trustee
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Gale H. Hill, Trustee
