Edgar Filing: R II PARTNERS INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)

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)

September 20, 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 [ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 'SS'240.13d-7 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

1. NAMES OF REPORTING PERSONS.
I.R.S. Identification Nos. of above persons (entities only)

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) Not Applicable

3. SEC USE ONLY

4. SOURCE OF FUNDS*

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 - 0
RII Partners, Inc. - 0
RT Investments, Inc. - 1,107,388 (A)
Par and Sharon Chadha Family Trust - 0
RRC Pension Trust - 0

8. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED VOTING POWER

Qila, LLC - 0
RII Partners, Inc. - 0
RT Investments, Inc. - 1,107,388 (A)
Par and Sharon Chadha Family Trust - 0
RRC Pension Trust - 0

9. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE
DISPOSITIVE POWER

Qila, LLC - 0
RII Partners, Inc. - 0
RT Investments, Inc. - 1,107,388 (A)
Par and Sharon Chadha Family Trust - 0
RRC Pension Trust - 0

10. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SHARED DISPOSITIVE POWER

Qila, LLC - 0
RII Partners, Inc. - 0
RT Investments, Inc. - 1,107,388 (A)
Par and Sharon Chadha Family Trust - 0
RRC Pension Trust - 0

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

Qila, LLC - 0
RT Investments, Inc. - 1,107,388 (A)
Par and Sharon Chadha Family Trust - 0
RRC Pension Trust - 0

A - All shares listed for 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 - 0%
RII Partners, Inc. - 0%
RT Investments, Inc. - 7.2%
Par and Sharon Chadha Family Trust - 0%
RRC Pension Trust - 0%

14. TYPE OF REPORTING PERSON*

Qila, LLC - CO
RT Investments, Inc. - CO
Par and Sharon Chadha Family Trust - EP
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, CA 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 15332 Antioch Street
Par and Sharon Pacific Palisades, CA 90272
Chadha Family Trust

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 the RRC Pension Trust. Par
Chadha and Sharon Chadha are Trustees of the 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:

Item 3. Source and Amount of Funds or Other Consideration

Not Applicable

Item 4. Purpose of Transaction

The following reporting persons have disposed of securities of the
Issuer in the open market as listed below:

Qila, LLC - 225, 300
Par and Sharon Chadha Family Trust - 25,334
RRC Pension Trust - 6,527

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 RT Investments, Inc. includes 1,107,388 shares which each has the
respective right to acquire upon exercise of options.

None of the reporting persons have 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;

(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
1,107,388 shares or 7.2%.

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, I
certify that the information set forth in this statement is true, complete and
correct.

Qila, LLC

/s/ Par Chadha
--------------------
September 20, 2002 Par Chadha, Partner

STATEMENT OF DIFFERENCES

The section symbol shall be expressed as....................................'SS'