UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PACIFICNET INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.0001 PER SHARE
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(Title of Class of Securities)
69511V207
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(CUSIP Number)
UNIT 1702, CHINACHEM CENTURY TOWER, 178 GLOUCESTER ROAD, WANCHAI, HONG KONG
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
MARCH 25, 2002
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(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 .
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.
(Continued on following pages)
(Page 1 of 6 Pages)
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sino Mart Management Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
NUMBER OF 3,000,000
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 3,000,000
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
42.12%
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer.
This Amendment No. 1 to the Schedule 13D filed on August 7, 2002,
relates to the common stock, par value $0.0001 per share (the "Common
Stock") of PacificNet Inc., a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at Unit 1702,
ChinaChem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.
Item 2. Identity and Background.
The response to Item 2 is hereby amended as follows
(a) This Schedule 13D is being filed by (i) Sino Mart Management Ltd.
("Sino Mart"), a corporation organized and existing under the laws of
the British Virgin Islands (the "Reporting Person"); and (ii) Mr. Cho
Sam Tong, the Chairman and sole shareholder, officer and director of
Sino Mart.
(b) The principal business address for Sino Mart and Mr. Tong is: Unit
1702,ChinaChem Century Tower, 178 Gloucester Road, Wanchai, Hong Kong.
(c) Sino Mart is in the business of providing management consulting
services, venture capital investment, start-up angel investment,
technology investment, business development, joint venture investment,
mergers and acquisitions, and business and financial advisory services
in the Greater China region. In addition, Sino Mart is also an
investment holding company with diversified interests in technology,
telecommunications, and industrial investments through its
subsidiaries.
Mr. ChoSam Tong is the sole shareholder, Chairman, sole officer and
sole director of Sino Mart. Mr. Tong founded Sino Mart in 1999. From
1982 to 1999, Mr. Tong served as the Chairman and CEO of Talent
Industrial Company (also known as "TaLee" and "TLC" brands), one of the
largest manufacturers of electronic components and capacitors in China,
with subsidiaries and sino-foreign joint-ventures in Shanghai, Hunan,
Guilin, ChengDu, and over 1000 employees throughout China. Since its
founding in 1982 by Mr. ChoSam Tong, Talent Industrial Company has been
a leading manufacturer and supplier of electronic components to the
telecommunications and consumer electronics industries in China,
serving some of the leading consumer electronic makers in China such as
Hitachi China, KONKA, listed on China's Shenzhen Stock Exchange,
ChangHong, listed on China's Shanghai Stock Exchange, and Qiao Xing
Universal Telephone, listed on Nasdaq. Mr. ChoSam Tong has over 20
years of experience in the financial and industrial reform of China,
sino-foreign joint venture investments, management buy-out (MBO) and
privatization of state-owned enterprises.
(d) Since its inception in 1999, Sino Mart has not been convicted in a
criminal proceeding.
During the last five years Mr. Tong has not been convicted in a
criminal proceeding.
(e) Since its inception in 1999, Sino Mart has not been 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.
During the last five years Mr. Tong has not been 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.
(f) Sino Mart is a British Virgin Islands (BVI) registered corporation.
Mr. Cho Sam Tong is a permanent resident and citizen of Hong Kong SAR
China.
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Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to a subscription agreement executed on December 9, 2001, and
subsequently amended on January 31, 2002 (the "Subscription
Agreement"), Sino Mart agreed to pay $3,480,000 in cash to the Company
as consideration for the issuance of 2,400,000 shares (the "Shares,"
(post 1-for-5 reverse split)) of the Company's Common Stock and 600,000
warrants (the "Warrants," (post 1-for-5 reverse split)) to Sino Mart.
The source of the cash for the payment of the Shares was from the
working capital of Sino Mart.
Item 4. Purpose of Transaction.
In connection with Sino Mart's execution of the Subscription Agreement,
on March 25, 2002, Sino Mart purchased the Shares and the Warrants in a
private placement transaction.
Except as described in this Item 4 of this Schedule 13D, the Reporting
Person has not formulated any plans or proposals which relate to or
would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the
Company; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of
the Company or any of its subsidiaries; (d) any change in the present
Board of Directors or management of the Company, including any plans or
proposals to change the number or term of directors or to fill any
existing vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other
material change in the Company's business or corporate structure; (g)
any changes in the Company's charter or by-laws or other actions which
may impede the acquisition or control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; (i) causing a class of equity securities of the Company to
become eligible for termination of registration pursuant to Section
12(g)(4) of the Act; or (j) any action similar to those enumerated
above.
Item 5. Interest in Securities of the Issuer.
(a) Sino Mart beneficially owns 3,000,000 shares of Common Stock,
representing 42.12% of the total issued and outstanding shares of
Common Stock of the Company, which includes 600,000 shares of common
stock issuable to Sino Mart Management Ltd. upon exercise of a warrant.
Mr. ChoSam Tong beneficially owns 3,070,000 shares of Common Stock,
representing 42.22% of the total issued and outstanding shares of
Common Stock of the Company, which includes shares of Common Stock
owned by Sino Mart, which is controlled by Cho Sam Tong, and 600,000
shares of Common Stock issuable to Sino Mart upon the exercise of a
warrant.
(b) Sino Mart has sole voting and dispositive power over its shares.
Mr. Tong has sole voting and dispositive power over the 70,000 shares
beneficially owned directly by Mr. Tong.
(c) Sino Mart Management Ltd. has not effected any transactions in the
Common Stock of the Company in the past 60 days.
Mr. Tong has not effected any transactions in the Common Stock of the
Company in the past 60 days.
(d) To the knowledge of Sino Mart Management Ltd., and those persons
identified in clause (a) of this Item 5, no other person is known to
have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of the Shares.
(e) Not Applicable
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Item 7. Materials to be Filed as Exhibits.
Exhibit 1. Incorporated by reference to Exhibit 99.1 "Subscription
Agreement by and between the Company and Sino Mart Management Ltd.,
dated as of December 9, 2001", previously filed on Form 8-K filed with
the SEC on March 28, 2002.
Exhibit 2. Incorporated by reference to Exhibit 99.2 "Amendment, dated
January 31, 2002 to the Subscription Agreement by and between the
Company and Sino Mart Management Ltd., dated as of December 9, 2001"
previously filed on Form 8-K filed with the SEC on March 28, 2002.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: June 30, 2003 Sino Mart Management Ltd.
By: /s/ ChoSam Tong
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Name: ChoSam Tong
Title: Chairman, Director, CEO
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