SC 13D 1 dsc13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _______)* Telemonde, Inc. (Name of Issuer) Common Stock, $0.001 Par Value Per Share (Title of Class of Securities) 87943G 10 1 (CUSIP Number) Neal Collier, Director Intelecom Corporation Inc. P.O. Box 63, 1 Rue du Bugnon 1299 Crans Vaad Switzerland (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1999 (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 (S)(S)240.13d-1(e), 240.13d-1(f) or 240.13d-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. *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). CUSIP NO. 87943G 101 ------------- ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Intelecom Corporation Inc. ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] ------------------------------------------------------------------------------ SEC USE ONLY 3 ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 OO ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 British Virgin Islands ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 29,260,000* SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 29,260,000* PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 29,260,000* ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES 12 [_] ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13 43.8% ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 CO ------------------------------------------------------------------------------ *These figures are accurate as of the date of the event which required the filing of this Schedule 13D. See Item 5 for figures as of the date of filing. SCHEDULE 13D Item 1. Security and Issuer This statement on Schedule 13D (this "Schedule 13D") relates to shares of Common Stock, $.001 par value (the "Common Stock"), of Telemonde, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 230 Park Avenue, 10th Floor, New York, New York 10169. Item 2. Identity and Background This Schedule 13D is being filed by Intelecom Corporation Inc., a British Virgin Islands corporation ("Intelecom"). Intelecom was formed for the purpose of acquiring and holding shares of the Issuer. The principal executive offices of Intelecom are located at Lake Buildings, First Floor, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. Intelecom is a wholly-owned subsidiary of Rhone Financial Indemnity Re Ltd., an Irish company ("Rhone"). The principal executive offices of Rhone are located at 19 Weir View, Lucan, County Dublin. The name, business address and present principal occupation or employment of the sole director and executive officer of Intelecom and Rhone is set forth in Appendix I hereto and is incorporated herein by reference. Such person's citizenship is also set forth on Appendix I hereto. During the last five years, neither Intelecom, Rhone, nor to the best of Intelecom's or Rhone's knowledge, the director and executive officer listed on Appendix I has been, (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) 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. Item 3. Source and Amount of Funds or Other Consideration Pursuant to a Share Sale Agreement, dated September 29, 1999, Intelecom purchased Twenty-Nine Million, Two Hundred and Sixty Thousand shares of the Common Stock of the Issuer from Rhone in exchange for consideration in the amount of Thirty-Two Million Nine Hundred and Seventeen Thousand Five Hundred Dollars and Zero Cents ($32,917,500.00) satisfied by the issue of common stock of Intelecom. Item 4. Purpose of Transaction Rhone operates as a holding company. Rhone was the founding shareholder and sole beneficial owner of Telemonde Investments Limited, a British Virgin Islands Company ("TIL"). On May 14, 1999, pursuant to a stock purchase agreement, all of the outstanding shares of TIL were acquired from Rhone by the Issuer (formerly Pac-Rim Consulting, Inc., a Nevada corporation), in exchange for 35,297,000 restricted shares of the Issuer. As part of this transaction, Rhone agreed to transfer to certain employees and affiliates of Telemonde (including Kevin Maxwell, Adam Bishop, Andrew Hedges, Nicholas Topham, Larry Trachtenberg and Harry Pomeroy) shares comprising at least a majority interest in Telemonde, leaving Rhone with an agreed-upon minority interest. To begin this reorganization, on September 29, 1999, Rhone sold all its common stock in Telemonde to Intelecom. The transfer of shares of Telemonde common stock from Rhone to the Telemonde employees and affiliates entitled to the shares under the agreement with Rhone will be completed in the following manner: Intelecom will grant the right to purchase shares of Telemonde common stock from Intelecom to an Employee Benefit Trust organized for the benefit of certain Telemonde employees (the "Trust"). Along with a number of other employees, Mr. Bishop, Mr. Hedges, Mr. Pomeroy, Mr. Topham and Mr. Trachtenberg would hold Telemonde shares through the Trust. As of the filing of this Schedule 13D, however, ownership in the shares held by Intelecom has not been transferred to the Trust. Intelecom will grant non-employees the right to purchase shares of Telemonde common stock directly from Intelecom, and, as of the date of this filing, has effected such sales of the Common Stock as set forth on Appendix II hereto and as incorporated herein by reference. These sales were transacted pursuant to Regulation S promulgated under the United States Securities Act of 1933, as amended. Mr. Maxwell, however, has informed Intelecom of his intention to purchase the 2,756,790 shares of Telemonde common stock to which he is entitled directly from Intelecom, instead of purchasing them through the Trust, and Intelecom has agreed to permit Mr. Maxwell to do so. Item 5. Interest in Securities of the Issuer (a)-(b) At the time the Share Sale Agreement by and among Intelecom and Rhone was executed, Intelecom beneficially owned 29,260,000 shares of the Common Stock of the Issuer, which represented 43.8% of the issued and outstanding shares of the Common Stock. As of the filing of this Schedule 13D, Intelecom beneficially owns 14,119,312 shares of the Common Stock, which represents 13.6% of the issued and outstanding shares of the Common Stock. To the knowledge of Intelecom, the person listed on Appendix I hereto does not beneficially own any shares of the Common Stock or other securities of the Issuer. Intelecom has the sole power to vote or direct the vote and sole power to dispose or direct the disposition of such shares. (c) Except as described in Appendix II hereto, neither Intelecom nor, to the knowledge of Intelecom, the person listed on Appendix I has executed transactions in the Common Stock during the past 60 days. (d) There is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock beneficially owned by Intelecom. Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of Issuer Other than the proposed Employee Benefit Trust which has not yet been formed, Intelecom has not entered into any contract, agreement, understanding or relationship with respect to the securities of the Issuer. Item 7. Material to Be Filed as Exhibits: *1. Stock Purchase Agreement, dated May 14, 1999, by and among Pac-Rim Consulting, Inc., Thomas Gelfand, as principal of Pac-Rim, Telemonde Investments Limited, and Rhone Financial Indemnity Re Limited. 2. Share Sale Agreement, dated September 29, 1999, between Intelecom Corporation Inc. and Rhone Financial Indemnity Re Limited. Signatures After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: 31 May 2001 INTELECOM CORPORATION INC. ------------ By: /s/ N. Collier for Eaton Trust Ltd. ----------------------------------- Title: Director -------------------------------- * Previously filed as an exhibit to the Registration Statement on Form 10 for Telemonde, Inc., as filed with the SEC on November 15, 1999. Appendix I Intelecom Corporation Inc. is incorporated in the British Virgin Islands with IBC No. 336496 and its registered office is located at: Intelecom Corporation Inc. Lake Building 1st Floor Wickhams Cay 1 P O Box 3152 Road Town Tortola, British Virgin Islands Eaton Trust Limited is the Director of Intelecom Corporation Inc. Mr. Collier is a Director of Eaton Trust Limited and Rhone Financial Indemnity Re Ltd. Mr. Collier's business address is Intelecom Corporation Inc., P O Box 63, 1 Rue Du Bugnon, 1299 Crans, Vaud Switzerland. Mr. Collier is a citizen of Great Britain. Intelecom Corporation Inc. P O Box 63 1 Rue Du Bugnon 1299 Crans Vaud Switzerland Appendix II

TELEMONDE INC SC 13D