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Posted by a surfer on :
 
in to penny land!!!
 
Posted by a surfer on :
 
in at .01 moving fast!

thin
 
Posted by a surfer on :
 
.012x.013 3x3
 
Posted by cactus33 on :
 
power house.. [Eek!]
 
Posted by a surfer on :
 
retrace... time to get in if your not.
 
Posted by tompom on :
 
itīs coming back down now...
are you still in?
 
Posted by a surfer on :
 
yes I am in. going up again.
 
Posted by IMAKEMONEY on :
 
PORN!!! [Razz] [Eek!] [Eek!] [Eek!] [Eek!]
 
Posted by tompom on :
 
took some at .011
 
Posted by IMAKEMONEY on :
 
IM AT .0130
 
Posted by tompom on :
 
quote:
Originally posted by IMAKEMONEY:
PORN!!! [Razz] [Eek!] [Eek!] [Eek!] [Eek!]
yes
and hardly any bid support lol
 
Posted by IMAKEMONEY on :
 
EVERYONE LOVES PORN!! [Eek!] [Big Grin]
 
Posted by a surfer on :
 
yea the bid side has some work to do.

This might be a runner later today...
 
Posted by tompom on :
 
what the hell is driving this?...
 
Posted by a surfer on :
 
quote:
Originally posted by tompom:
what the hell is driving this?...
ME!!!! But I can't see....
 
Posted by retiredat49 on :
 
<PAGE>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)*

PHSL WORLDWIDE, INC.
(Formerly known as Penthouse International, Inc.)
(Name of Issuer)

Common Stock, $.0025 par value
(Title of Class of Securities)

709640106
(CUSIP Number)

September 21, 2004
(Date of Event Which Requires Filing of This Statement)

Arnold N. Bressler, Esq.
Milberg Weiss Bershad & Schulman LLP
One Pennsylvania Plaza
New York, NY 10119 - (212) 594-5300
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box.[ ]

* 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>


CUSIP No.: 709640106

(1) Name of reporting person: Marc H. Bell

I.R.S. Identification Nos. of above persons (entities only)

--------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions)

(a) [X] Marc H. Bell and Daniel C. Staton are members of NAFT Ventures I, LLC
("NAFT"), which is the sole member of PET Capital Partners LLC ("PET Capital").
On August 17, 2004 Messrs. Bell and Staton filed a Schedule 13D with the US
Securities and Exchange Commission to report that pursuant to a pledge agreement
between PET Capital, through an agent, and the Molina-Vector Investment Trust
(the "Pledgor"), PET Capital, through its agent, had the right to acquire both
voting power and investment power over 954,545,454 shares of the common stock of
Penthouse International, Inc. (n/k/a PHSL WORLDWIDE, INC. and referred to herein
as the "Company") through the conversion of the pledged securities, consisting
of 10,500,000 shares of the Series C Convertible Preferred Stock of the Company
(the "Preferred Stock").

In September 2004, PET Capital, NAFT, Mr. Bell, Mr. Staton, the Company
and the Pledgor, among others, entered into an agreement pursuant to which the
Preferred Stock was released from the pledge and returned to the Pledgor.
Therefore, NAFT, PET Capital, Messrs. Bell and Staton do not own any shares of
the common stock of the Company.

(b) [ ]

--------------------------------------------------------------------------------
(3) SEC use only

--------------------------------------------------------------------------------
(4) Source of funds (see instructions): NA (See row 2(a) above.)

--------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e): N/A

--------------------------------------------------------------------------------
(6) Citizenship or place of organization: USA

--------------------------------------------------------------------------------
Number of shares beneficially owned by each reporting person with:

--------------------------------------------------------------------------------
(7) Sole Voting Power: N/A

--------------------------------------------------------------------------------
(8) Shared Voting Power: 0

--------------------------------------------------------------------------------
(9) Sole Dispositive Power: N/A

2




<PAGE>

--------------------------------------------------------------------------------
(10) Shared Dispositive Power: 0

--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0

--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions): [ ]

--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11): 0% (See row 2(a)
above.)

--------------------------------------------------------------------------------
(14) Type of Reporting Person (see instructions): IN

3




<PAGE>


CUSIP No.: 709640106

(1) Name of reporting person: Daniel C. Staton

I.R.S. Identification Nos. of above persons (entities only)

--------------------------------------------------------------------------------
(2) Check the appropriate box if a member of a group (see instructions)

(a) [X] Marc H. Bell and Daniel C. Staton are members of NAFT Ventures I, LLC
("NAFT"), which is the sole member of PET Capital Partners LLC ("PET Capital").
On August 17, 2004 Messrs. Bell and Staton filed a Schedule 13D with the US
Securities and Exchange Commission to report that pursuant to a pledge agreement
between PET Capital, through an agent, and the Molina-Vector Investment Trust
(the "Pledgor"), PET Capital, through its agent, had the right to acquire both
voting power and investment power over 954,545,454 shares of the common stock of
Penthouse International, Inc. (n/k/a PHSL WORLDWIDE, INC. and referred to herein
as the "Company") through the conversion of the pledged securities, consisting
of 10,500,000 shares of the Series C Convertible Preferred Stock of the Company
(the "Preferred Stock").

In September 2004, PET Capital, NAFT, Mr. Bell, Mr. Staton, the Company
and the Pledgor, among others, entered into an agreement pursuant to which the
Preferred Stock was released from the pledge and returned to the Pledgor.
Therefore, NAFT, PET Capital, Messrs. Bell and Staton do not own any shares of
the common stock of the Company.


(b) [ ]

--------------------------------------------------------------------------------
(3) SEC use only

--------------------------------------------------------------------------------
(4) Source of funds (see instructions): NA (See row 2(a) above.)
--------------------------------------------------------------------------------
(5) Check if disclosure of legal proceedings is required pursuant to Items 2(d)
or 2(e): N/A

--------------------------------------------------------------------------------
(6) Citizenship or place of organization: USA

--------------------------------------------------------------------------------
Number of shares beneficially owned by each reporting person with:

--------------------------------------------------------------------------------
(7) Sole Voting Power: N/A

--------------------------------------------------------------------------------
(8) Shared Voting Power: 0
--------------------------------------------------------------------------------
(9) Sole Dispositive Power: N/A

4




<PAGE>

--------------------------------------------------------------------------------
(10) Shared Dispositive Power: 0 (See row 8 above.)

--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person: 0 (See row 8
above)

--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see
instructions): [ ]

--------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11): 0 (See row 2(a) above.)
--------------------------------------------------------------------------------
(14) Type of Reporting Person (see instructions): IN


Item 1. Security and Issuer.

The Reporting Persons are making this statement in reference to shares of
common stock, par value $.0025 per share, of PHSL WORLDWIDE, INC. (f/k/a
Penthouse International, Inc. and referred to herein as the "Company"), a
Florida corporation. The address of the Company's principal executive offices
is 11 Pennsylvania Plaza, New York, New York 10001.

Item 2. Identity and Background.

(a) Names: Marc H. Bell and
Daniel C. Staton

(b) Residence or business address:

Marc H. Bell
NAFT Ventures I LLC
6800 Broken Sound Parkway
Suite 2001
Boca Raton, FL 33487

5





<PAGE>


Daniel C. Staton
NAFT Ventures I LLC 6800
Broken Sound Parkway
Suite 2001
Boca Raton, FL 33487

(c) Marc H. Bell is the Managing Member of NAFT Ventures I LLC, a
Delaware limited liability company that was formed to own, manage or otherwise
deal with interests in securities, personal property or real property. NAFT
Ventures I LLC's address is 6800 Broken Sound Parkway, Suite 2001, Boca Raton,
FL 33487. Mr. Bell is also a Managing Director of Marc Bell Capital Partners
LLC, located at 6800 Broken Sound Parkway, Suite 2001, Boca Raton, FL 33487.
Marc Bell Capital Partners invests in distressed assets, real estate, media and
entertainment. Mr. Bell is also the president of Penthouse Media Group Inc. and
each of its subsidiaries. Penthouse Media Group Inc. is a global leader in the
production and distribution of high-quality adult content including Penthouse
Magazine. The principal address for Penthouse Media Group Inc. is Two
Pennsylvania Plaza, 11th Floor, New York, New York 10121.

Daniel C. Staton is a member of NAFT Ventures I LLC. He is also a
Managing Director of Marc Bell Capital Partners LLC. The address for NAFT
Ventures I LLC and Marc Bell Capital Partners LLC is 6800 Broken Sound Parkway,
Suite 2001, Boca Raton, FL 33487. Mr. Staton is also the President and Managing
General Partner of The Walnut Group, which has an office at 312 Walnut Street,
Suite 1151, Cincinnati, Ohio 45202. The Walnut Group makes capital investments
across a broad range of industry sectors and facilitates transactions throughout
North America. In addition, Mr. Staton currently serves on the Board of
Directors of Public Storage, Inc., whose headquarters are located at 701 Western
Avenue, Glendale, CA 91201. Public Storage, Inc. manages self-service storage
spaces within the United States. Mr. Staton is also the secretary and treasurer
of Penthouse Media Group Inc. and its subsidiaries. Penthouse Media Group Inc.
is a global leader in the production and distribution of high-quality adult
content including Penthouse Magazine. The principal address for Penthouse Media
Group Inc. is Two Pennsylvania Plaza, 11th Floor, New York, New York 10121.

(d) During the last five years, neither Mr. Bell nor Mr. Staton has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanor).

(e) During the last five years, neither Mr. Bell nor Mr. Staton has
been a party to a civil proceeding of a judicial or administrative body
subjecting him 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 violations with respect to such laws.

(f) Messrs. Bell and Staton are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

Marc H. Bell: NA -- see Item 5(a)-(b);
Daniel C. Staton: NA -- see Item 5(a)-(b).

6





<PAGE>

Item 4. Purpose of Transaction.

See Item 5(a)-(b).

Item 5. Interests in Securities of the Issuer.

(a) - (b) Marc H. Bell and Daniel C. Staton are members of NAFT
Ventures I, LLC ("NAFT"), which is the sole member of PET Capital Partners LLC
("PET Capital"). On August 17, 2004 Messrs. Bell and Staton filed a Schedule 13D
with the US Securities and Exchange Commission to report that pursuant to a
pledge agreement between PET Capital, through an agent, and the Molina-Vector
Investment Trust (the "Pledgor"), PET Capital, through its agent, had the right
to acquire both voting power and investment power over 954,545,454 shares of the
common stock of Penthouse International, Inc. (n/k/a PHSL WORLDWIDE, INC. and
referred to herein as the "Company") through the conversion of the pledged
securities, consisting of 10,500,000 shares of the Series C Convertible
Preferred Stock of the Company (the "Preferred Stock").

In September 2004, PET Capital, NAFT, Mr. Bell, Mr. Staton, the Company
and the Pledgor, among others, entered into a settlement agreement pursuant to
which the Preferred Stock was released from the pledge and returned to the
Pledgor. Therefore, NAFT, PET Capital, Messrs. Bell and Staton do not
own any shares of the common stock of the Company.


(c) N/A

(d) N/A

(e) As of September 21, 2004, Messrs. Bell and Staton ceased to be the
beneficial owner of more than 5% of the common stock of the Company.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

See Item 5(a)-(b).


Item 7. Materials to be Filed as Exhibits.

Exhibit 99 Agreement that this Statement is filed on behalf of
Marc H. Bell and Daniel C. Staton.

7




<PAGE>

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: January 21, 2005


/s/ Marc H. Bell
-------------------------
Marc H. Bell


/s/ Daniel C. Staton
-------------------------
Daniel C. Staton

8


</TEXT>
</DOCUMENT>


<PAGE>

Exhibit 99

AGREEMENT OF JOINT FILING

Marc H. Bell and Daniel C. Staton each agree that this statement on
Schedule 13 D (Amendment Number 1) has been filed on behalf of each of them.


/s/ Marc H. Bell
---------------
Marc H. Bell


/s/ Daniel C. Staton
--------------------
Daniel C. Staton
 
Posted by a surfer on :
 
oh yea she found her stride..

Maybe Jenna Jameson is in on this....016x.017
 
Posted by SherriT on :
 
Congrats guys - no cash, or I would have been right along side - hope you make tons here!
 
Posted by bigben80 on :
 
how far do you think this will go?
 
Posted by IMAKEMONEY on :
 
GO PORN!!!!!!!!!!!! [Big Grin]
 
Posted by a surfer on :
 
what happens after .02..... uh oh....
 
Posted by tompom on :
 
the otc is officialy ON FIRE!!!
 
Posted by IMAKEMONEY on :
 
.03 [Big Grin] SURFER
 
Posted by SherriT on :
 
quote:
Originally posted by a surfer:
what happens after .02..... uh oh....
What are you "uh oh"ing for?
 
Posted by a surfer on :
 
quote:
Originally posted by IMAKEMONEY:
.03 [Big Grin] SURFER
Might get there.!!!! I like the bid side now at least!!!


F*CK YEA!!!

slight retrace.
 
Posted by IMAKEMONEY on :
 
[Eek!] [Eek!] [Eek!] [Eek!] SherriT
 
Posted by tompom on :
 
i took my profit here
looking for another entry
 
Posted by SherriT on :
 
quote:
Originally posted by IMAKEMONEY:
[Eek!] [Eek!] [Eek!] [Eek!] SherriT
What??? I am trying to work and watch all this *#$% at the same time [Wink]
 
Posted by a surfer on :
 
quote:
Originally posted by tompom:
i took my profit here
looking for another entry
What!!! it was you... LOL
 
Posted by a surfer on :
 

 
Posted by tompom on :
 
quote:
Originally posted by a surfer:
quote:
Originally posted by tompom:
i took my profit here
looking for another entry
What!!! it was you... LOL
i sold on the ask buddy
check out EPGL
iīm still radaring that one...
iīm going back in here on the lunchdip
 
Posted by a surfer on :
 
all right I am out for a few hours.

Have a stop in. but I don't think I will need it.

GO PHSL!!
 
Posted by IMAKEMONEY on :
 
DONT BACK-IN TO PORN TOM,LOL
 
Posted by IMAKEMONEY on :
 
.02 COMING, IMO [Eek!] PORN
 
Posted by retiredat49 on :
 
Timber...
 
Posted by tompom on :
 
back in at .01
 
Posted by IMAKEMONEY on :
 
SOLD AT .0175 AND BACK IN AT .0090 [Razz]
 
Posted by tompom on :
 
quote:
Originally posted by IMAKEMONEY:
SOLD AT .0175 AND BACK IN AT .0090 [Razz]
WELL DONE!!!
 
Posted by tompom on :
 
and moving back up hehe
 
Posted by IMAKEMONEY on :
 
YES TOM HOPE PORN STREAKS EOD,LOL
 
Posted by tompom on :
 
quote:
Originally posted by IMAKEMONEY:
YES TOM HOPE PORN STREAKS EOD,LOL
iīm pretty confident we get a climax eod lol
only half of my order at .01 was filled...
lots of people playing it too
 
Posted by IMAKEMONEY on :
 
MAN THIS HAS BEEN ONE GREAT WEEK!! [Big Grin]
 
Posted by SherriT on :
 
I'm sitting on the ask now with no fill....
 
Posted by tompom on :
 
quote:
Originally posted by IMAKEMONEY:
MAN THIS HAS BEEN ONE GREAT WEEK!! [Big Grin]
unf...believable!
gonna spent the weekend thinking about how to spend the money lol
wish every week would be like this!
but next week gonna be fun too, lots of folks made a killing this week, lots of profits to be shifted around lol
PENNYSEASON IS ON!!!
 
Posted by IMAKEMONEY on :
 
KINKY SherriT
[Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!]
 
Posted by IMAKEMONEY on :
 
AGREED, PENNYSEASON IS ON!!!
 
Posted by SherriT on :
 
quote:
Originally posted by IMAKEMONEY:
KINKY SherriT
[Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!]
You are one bad boy, IMAKE! [Wink]
 
Posted by IMAKEMONEY on :
 
LOL JUST COULD NOT HELP MYSELF. [Big Grin]
 
Posted by tompom on :
 
quote:
Originally posted by SherriT:
I'm sitting on the ask now with no fill....
hope you got filled LOL
 
Posted by SherriT on :
 
Dam- it! They only filled 5000 shares, and then bumped the Ask. MMs Stink!
 
Posted by IMAKEMONEY on :
 
[Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!] TOM
 
Posted by tompom on :
 
quote:
Originally posted by IMAKEMONEY:
[Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!] TOM
i couldnīt help myself either hehe
 
Posted by SherriT on :
 
Actually, I did, but the ____ Scottrade broker typed it in wrong so I filled at the ask - AGAIN. Anyway, this stupid stock better have a good EOD...

[Big Grin] I am not having a good week - I need a time out!
 
Posted by tompom on :
 
no DD on this thread, no pictures?
 
Posted by IMAKEMONEY on :
 
LMAO, BETTER NOT (pictures?) BOB WILL GET PISSED.
 
Posted by SherriT on :
 
Especially not of my fill [Big Grin]
 
Posted by IMAKEMONEY on :
 
[Eek!] [Eek!] [Eek!] [Eek!] [Eek!] [Eek!]
 
Posted by tompom on :
 
this thread is fun!
where are all the others?
we should make a gangbang out of this lol
 
Posted by IMAKEMONEY on :
 
LOL
 
Posted by tompom on :
 
added .01 again
 
Posted by IMAKEMONEY on :
 
YOU GOT BIG ONES TOM!
 
Posted by SherriT on :
 
OK - can we start heading north again here fellas?
 
Posted by SherriT on :
 
Is anyone still here?
 
Posted by TMD on :
 
yep [Confused]
 
Posted by tompom on :
 
quote:
Originally posted by SherriT:
Is anyone still here?
i am ,someone keeps hitting the bid and thatīs not me...
 
Posted by TMD on :
 
LOL Tom
 
Posted by tompom on :
 
looking hot again today
 


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