SC 13G 1 sch13g-aug06.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION STATEMENT PURSUANT TO RULES 13d-1 and 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __)* PETMED EXPRESS, INC. ---------------------------------------------------------------------- (Name of Issuer) Common Stock ---------------------------------------------------------------------- (Title of Class of Securities) 716382 10 6 ---------------------------------------------------------------------- (CUSIP Number) August 4, 2006 ---------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is field: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the 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). Cusip No. 716382 10 6 SCHEDULE 13G Page 2 of 7 Pages ---------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Tricon Holdings LLC; I.R.S. Identification Number: 651055356 ---------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (See Instructions) (b) [ X ] ---------------------------------------------------------------------- (3) SEC USE ONLY ---------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Florida, United States ---------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED 2,284,000 shares of common stock* BY EACH ------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 2,284,000 shares of common stock* ------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,284,000 shares of common stock* ---------------------------------------------------------------------- (10) CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] ---------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.46%* ---------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* OO (limited liability company) ---------------------------------------------------------------------- *As of August 4, 2006 Cusip No. 716382 10 6 SCHEDULE 13G Page 3 of 7 Pages ---------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Creslin, Ltd.; I.R.S. Identification Number: not applicable ---------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (See Instructions) (b) [X ] ---------------------------------------------------------------------- (3) SEC USE ONLY ---------------------------------------------------------------------- (4) CITIZENSHIP OR PLACE OF ORGANIZATION Isle of Man ---------------------------------------------------------------------- (5) SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------------- BENEFICIALLY (6) SHARED VOTING POWER OWNED 2,284,000 shares of common stock* BY EACH ------------------------------------------------------- REPORTING (7) SOLE DISPOSITIVE POWER PERSON 0 WITH ------------------------------------------------------- (8) SHARED DISPOSITIVE POWER 2,284,000 shares of common stock* ---------------------------------------------------------------------- (9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,284,000 shares of common stock* ---------------------------------------------------------------------- (10) CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] ---------------------------------------------------------------------- (11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.46%* ---------------------------------------------------------------------- (12) TYPE OF REPORTING PERSON* PN (limited liability company) ---------------------------------------------------------------------- *As of August 4, 2006 Cusip No. 716382 10 6 SCHEDULE 13G Page 4 of 7 Pages ---------------------------------------------------------------------- ATTACHMENT Item 1(a). Name of Issuer Petmed Express, Inc. Item 1(b). Address of Issuer's Principal Executive Offices 1441 SW 29th Avenue, Pompano Beach, FL 33069 Item 2(a)and 2(b). Name of Person Filing and Address of Principal Office (i) Tricon Holdings LLC, and (ii) Creslin Ltd. This Schedule 13G is filed by and on behalf of (a) Tricon Holdings LLC ("Tricon"); and (b) Creslin Ltd. ("Creslin") with respect to shares of common stock, par value $0.001 per share, of Petmed Express, Inc. ("Common Stock") owned of record by Tricon. Creslin is filing this Schedule 13G to report indirect beneficial ownership of shares of Common Stock (the "Shares") which are directly beneficially owned of record by Tricon. Creslin is the sole member of Tricon. By virtue of the foregoing relationship, Creslin may be deemed to share beneficial ownership of the Shares with Tricon. Tricon and Creslin are hereinafter sometimes collectively referred to as the "Reporting Persons." The business address of Tricon and Creslin is 1020 NW 163rd Drive, Miami, FL 33169 Item 2(c). Citizenship Tricon is a Florida limited liability company Creslin is an Isle of Man limited partnership Item 2(d). Title of Class of Securities Common Stock, $.001 par value per share Item 2(e). CUSIP No. 716382 10 6. Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b), Check Whether the Person Filing Is a (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act Cusip No. 716382 10 6 SCHEDULE 13G Page 5 of 7 Pages (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered in accordance with Rule 13d-1(b)(1)(ii)(e) (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F) (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G) (Note: See Item 7) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Investment Act (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(j). Item 4. Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Tricon ------ (a) Amount Beneficially Owned: 2,284,000 shares of Common Stock held by Tricon. (b) Percent of Class: 9.46% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 2,284,000 shares (iii) Sole power to dispose or to direct the disposition of 0 (iv) Shared power to dispose or to direct the disposition of 2,284,000 shares Creslin ------- (a) Amount Beneficially Owned: 2,284,000 shares of Common Stock held by Tricon. (b) Percent of Class: 9.46% (c) Number of shares as to which such person has: Cusip No. 716382 10 6 SCHEDULE 13G Page 6 of 7 Pages (i) Sole power to vote or to direct the vote 0 (ii) Shared power to vote or to direct the vote 2,284,000 shares (v) Sole power to dispose or to direct the disposition of 0 (vi) Shared power to dispose or to direct the disposition of 2,284,000 shares Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, in excess of 5% of the total outstanding Common Stock. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Cusip No. 716382 10 6 SCHEDULE 13G Page 7 of 7 Pages Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the undersigned's knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: September 8, 2006 Tricon Holdings LLC /s/ Emel Yesil ---------------------------- Emel Yesil, Manager Creslin Ltd. /s/Robert Guest ---------------------------- Robert Guest