UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Sorrento Networks Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
83586Q 10 0
(CUSIP Number)
c/o Greenbaum, Rowe, Smith, Ravin, Davis & Himmel LLP
W. Raymond Felton, Esq.
99 Wood Avenue South
P.O. Box 5600
Woodbridge, New Jersey 07095
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
January 14, 2002
(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).
SCHEDULE 13D
CUSIP NO. 83586Q 10 0 Page 2 of 4 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Qila, LLC
RII Partners, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
Members of Group: Qila, LLC
RII Partners, Inc.
RT Investments, Inc.
Par Chadha, as Trustee of Par and Sharon Chadha Family Trust
Sharon Chadha, as Trustee of Par and Sharon Chadha Family Trust
RRC Pension Trust
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) ___
Not Applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Qila, LLC - Delaware limited liability company
RII Partners, Inc. - Nevada corporation
RT Investments, Inc. - Nevada corporation
Par and Sharon Chadha Family Trust - California
Par Chadha - United States
Sharon Chadha - United States
RRC Pension Trust - United States
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING
POWER
Qila, LLC - 225,300
RII Partners, Inc. - 757,387(A)
RT Investments, Inc. - 350,001(A)
Par and Sharon Chadha Family Trust - 25,334
RRC Pension Trust - 6,527
8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SHARED
VOTING POWER
None
9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER
Qila, LLC - 225,300
RII Partners, Inc. - 757,387(A)
RT Investments, Inc. - 350,001(A)
Par and Sharon Chadha Family Trust - 25,334
RRC Pension Trust - 6,527
10. NUMBER OF SHARES BENEFICIALLY OWNED BY ECH REPORTING PERSON WITH SHARED
DISPOSITIVE POWER
None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Qila, LLC - 225,300
RII Partners, Inc. - 757,387 (A)
RT Investments, Inc. - 350,001(A)
Par and Sharon Chadha Family Trust - 25,334
RRC Pension Trust - 6,527
A - All shares listed for RII Partners, Inc. and RT Investments, Inc. represent
currently exercisable options to acquire such shares.
Sharon Chadha expressly disclaims ownership of any shares owned by Par Chadha,
RII Partners, Inc., RT Investments, Inc., Par and Sharon Chadha Family Trust,
Qila, LLC, and RRC Pension Trust.
Par Chadha expressly disclaims ownership of any shares owned by Sharon Chadha,
Par and Sharon Chadha Family Trust, Qila, LLC, RII Partners, Inc., RT
Investments, Inc., and RRC Pension Trust.
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Qila, LLC - 1.6%
RII Partners, Inc. - 5.1%
RT Investments, Inc. - 2.4%
Par and Sharon Chadha Family Trust - 0.2%
RRC Pension Trust - 0.05%
14. TYPE OF REPORTING PERSON
Qila, LLC - CO
RT Partners, Inc. - CO
Par and Sharon Chadha Family Trust - EP
RT Investments, Inc. - CO
RRC Pension Trust - EP
Item 1. Security and Issuer
(a) The title of the class of equity securities to which this statement
relates is common stock.
(b) The name and address of the principal executive office of the issuer
is:
Sorrento Networks Corporation
9990 Mesa Rim Road
San Diego, California 92121
Item 2. Identity and Background
(a)(b) Name & Address:
RII Partners, Inc. 2550 East Tropicana Avenue
RT Investments, Inc. Suite 19-264
RRC Pension Trust Las Vegas, NV 89119
Qila, LLC
Par and Sharon 15332 Antioch Street
Chadha Family Trust Pacific Palisades, CA 90272
(c) Occupation/Employment:
Par Chadha is a private investor. Sharon Chadha is Mr. Chadha's wife.
Qila, LLC is a limited liability company owned by Par and Sharon Chadha Family
Trust, RII Partners, Inc. and RT Investments, Inc. are private corporations
owned by Qila, LLC. Sharon Chadha is the Trustee of RRC Pension Trust. Par
Chadha and Sharon Chadha are Trustees of Par and Sharon Chadha Family Trust.
(d) During the last five years, none of the reporting persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the reporting persons have 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) Citizenship:
Qila, LLC - Delaware limited liability company
RII Partners, Inc. - Nevada corporation
Par and Sharon Chadha Family Trust - California Trust
RT Investments, Inc. - Nevada corporation
RRC Pension Trust - Nevada Trust
Item 3. Source and Amount of Funds or Other Consideration
The reporting persons acquired the securities using personal funds.
Item 4. Purpose of Transaction
The reporting persons intend to continue to hold securities of the
Issuer. The reporting persons may acquire and/or dispose in the open market
additional securities of the Issuer on an ongoing basis. The number of shares
listed for RII Partners, Inc. and RT Investments, Inc. includes 757,387 and
350,001 shares which each has the respective right to acquire upon exercise of
options.
The reporting persons have no plans or proposals which relate to or
would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(c) Any material change in the present capitalization or dividend
policy of the Issuer;
(d) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any
changes in its investment policy for which a vote is required by
Section 13 of the Investment Company Act of 1940;
(e) Changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition or control of the Issuer by any person;
(f) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association.
(g) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
or
(h) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The aggregate number and percentage of the class of securities identified
pursuant to Item 1 beneficially owned by the reporting persons is 1,364,549
shares or 9.0%.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
There are no exhibits filed with this Schedule.
Signature
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
QILA, LLC
January 14, 2002 By: /s/ Par Chadha
---------------------------------------
Par Chadha, President