Sec Form 13G Filing - TRICON HOLDINGS LLC filing for PETMED EXPRESS INC (PETS) - 2006-09-15

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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                          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. 1)*

                         PETMED EXPRESS, INC.

- ----------------------------------------------------------------
                        (Name of Issuer)


                            Common Stock
- ----------------------------------------------------------------
                 (Title of Class of Securities)

                           716382 10 6
- ----------------------------------------------------------------
                         (CUSIP Number)

                        September 6, 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             0
 BY EACH       --------------------------------------------------
REPORTING      (7)  SOLE DISPOSITIVE POWER
  PERSON            0
   WITH        --------------------------------------------------
               (8)  SHARED DISPOSITIVE POWER
                    0

- -----------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     0 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)
     0

- -----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
     OO (limited liability company)

- -----------------------------------------------------------------






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             0
 BY EACH       --------------------------------------------------
REPORTING      (7)  SOLE DISPOSITIVE POWER
  PERSON            0
   WITH        --------------------------------------------------
               (8)  SHARED DISPOSITIVE POWER
                    0

- -----------------------------------------------------------------
(9)  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     0

- -----------------------------------------------------------------
(10) CHECK BOX IF AGGREGATE AMOUNT IN ROW (9)
     EXCLUDES CERTAIN SHARES*                              [  ]

- -----------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     0

- -----------------------------------------------------------------
(12) TYPE OF REPORTING PERSON*
     PN

- -----------------------------------------------------------------






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 ("Common Stock"), of  Petmed  Express, Inc.  (the
     "Company")  that were owned  of  record by  Tricon.  Creslin
     is  filing  this Schedule 13G to report  indirect beneficial
     ownership  of  shares  of Common Stock (the "Shares")  which
     were  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: 0

       (b)  Percent of Class:   0

       (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      0

           (iii) Sole power to dispose or to direct the disposition of    0

           (iv) Shared power to dispose or to direct the disposition of   0

     Creslin
     -------

      (a)  Amount Beneficially Owned: 0

      (b)  Percent of Class:   0

      (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        0

           (v)  Sole power to dispose or to direct the disposition of  0

           (vi) Shared power to dispose or to direct the disposition of  0


Item 5.   Ownership of Five Percent or Less of a Class

     If  this statement is being filed to report the fact that as
     of the date hereof the reporting person has ceased to be the
     beneficial owner of more than five percent of the  class  of
     securities, check the following: [X]

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