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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ____)(1)
PacificNet.com, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
69511V 10 8
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(CUSIP Number)
Tony I. Tong
3201 Bryant Avenue South
Minneapolis, MN 55408
(612) 278 4818
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 28, 2000
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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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: / /
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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(1)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 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).
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CUSIP No. 69511V 10 8 13D Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Tony I. Tong
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
(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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7 SOLE VOTING POWER
506,917
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY ----- -----------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 506,917
WITH ----- -----------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
-------------------------- ----- -----------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
506,917
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This statement relates to the common stock (the "Common Stock") of
PacificNet.com, Inc. f/k/a Creative Master International, Inc. (the
"Company"), a Delaware corporation, with its principal executive offices at
Casey Industrial Building, 8th Floor, 18 Bedford Road, Taikoktsui, Kowloon,
Hong Kong.
Item 2. Identity and Background
(a) Tony I. Tong
(b) 3201 Bryant Avenue South, Minneapolis, MN 55403
(c) Chief Executive Officer of PacificNet.com, Inc.
7808 Creekridge Circle, Suite 101, Bloomington, MN 55439
(d) During the last five years, the reporting person has not been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the reporting person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, United States federal or state
securities laws or finding any violation with respect to such laws.
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Upon the completion of the PacificNet ("PNC") acquisition of the Company
on July 28, 2000 (the "Closing"), (1) the owners of PNC, including but not
limited to the reporting person (collectively, the "PNC Members"),
surrendered and assigned to the Company all membership interests in PNC
("Membership Interests") issued and outstanding immediately prior to the
Closing and (2) the Company issued to the PNC Members, pro rata in accordance
with their relative ownership of Membership Interests, an aggregate of
7,166,666 shares of Common Stock. As a result of this exchange, PNC became a
wholly-owned subsidiary of the Company and the PNC Members became the
principal stockholders of the Company, holding in excess of 80% of the Common
Stock outstanding immediately following the Closing.
Following the Closing, the Company's primary business focus will be
PNC's business-to-business electronic commerce services and solutions.
Although the Company's business of manufacturing collectible-quality,
die-cast replicas of cars, trucks, buses and other items will continue for an
indefinite period, PNC has indicated its interest in disposing of such
business.
The PNC acquisition was conditioned upon, among other things, the
Company receiving resignations from all but one of its directors at the
Closing. Following the Closing, the Board of Directors of the Company will be
increased to eight members and seven directors designated by PNC will be
appointed to the Board of Directors.
(Page 3 of 6 Pages)
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The PNC acquisition was also conditioned upon the Company amending its
Certificate of Incorporation to increase the number of authorized shares of
Common Stock from 25,000,000 to 125,000,000.
Item 4. Purpose of Transaction
Other than as described in Item 3, the reporting person has no plans or
proposals which would result in or relate to (a) the acquisition by any
person of additional securities of the issuer, or the disposition of
securities of the issuer; (b) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
issuer or of any of its subsidiaries; (d) any change in the present board of
directors or management of the issuer, 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 issuer; (f) any other material change in the issuer's business
or corporate structure, including by 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; (g) changes in the issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the issuer by any person; (h) 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; (i) a class
of equity securities of the issuer becoming eligible for termination of
registration pursuant to Section 12 (g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, the reporting person beneficially owned 506,917
shares of Common Stock, representing 5.7% of the class. The reporting
person disclaims beneficial ownership of 482,778 shares of Common Stock
owned by Sino Mart Management Ltd., an entity owned by Tong Cho Sam,
the father of the reporting person.
(b) The reporting person has sole power to vote and to dispose of all of
the shares he beneficially owns.
(c) Other than as described in Item 3, the reporting person did not
effectuate any transactions in the Company's Common Stock during the
past 60 days.
(d) The reporting person knows of no other person who has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities reported herein.
(e) The reporting person is the beneficial owner of more than five percent
of the class.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
No contracts, arrangements, understandings or relationships (legal or
otherwise) exist between the reporting person and any person with respect to
any securities of the Company, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or
option
(Page 4 of 6 Pages)
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arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
Item 7. Material to be filed as Exhibits
1) The Share Exchange Agreement, dated as of February 17, 2000, by and
between Creative Master International, Inc. and Tony Tong, Wan Sang
Hui, Lee Li, James Mullen, John Farrell, Paul Poung - Hwa Chow, Fung Oi
Ip Alfonso, Oei Hong Leong, Fortune E-Commerce Limited, B2B Limited,
the owner of PacificNet.com, LLC and PNC.
2) The Supplement to the Share Exchange Agreement, dated as of April 29,
2000, among Creative Master International, Inc., PacificNet.com, LLC,
and the members of PNC and other persons and entities listed on the
signature pages thereto.
(Page 5 of 6 Pages)
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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.
August 7, 2000 /s/ Tony I. Tong
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Tony I. Tong
(Page 6 of 6)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1 The Share Exchange Agreement, dated as of February 17, 2000,
by and between Creative Master International, Inc. and
Tony Tong, Wan Sang Hui, Lee Li, James Mullen, John Farrell,
Paul Poung - Hwa Chow, Fung Oi Ip Alfonso, Oei Hong Leong,
Fortune E-Commerce Limited, B2B Limited, the owner of
PacificNet.com, LLC and PNC.
2 The Supplement to the Share Exchange Agreement, dated as
of April 29, 2000, among Creative Master International,
Inc., PacificNet.com, LLC, and the members of PNC and
other persons and entities listed on the signature pages
thereto.
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