PACIFICNET, INC.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported) March 30, 2007
PACIFICNET
INC.
(Exact
name of registrant as specified in charter)
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Delaware
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000-24985
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91-2118007
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(State
or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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c/o
PacificNet Inc.
23/F,
Tower A, TimeCourt, No.6 Shuguang Xili,
Chaoyang
District, Beijing, China 100028
(Address
of Principal Executive Offices) (Zip Code)
011-852-2876-2900
(Registrant’s
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On
March
30, 2007, PacificNet Inc. (the “Company” or “PacificNet”), received a letter
from The Nasdaq Stock Market indicating that as a result of the withdrawal
of
the audit reports for the financial statements of the Company for the fiscal
years ended December 31, 2005 and 2004, by the Company’s previous auditor,
Clancy & Co., P.L.L.C., the Company is not in compliance with the Nasdaq
requirements for continued listing set forth in Nasdaq Marketplace Rule
4310(c)(14). Nasdaq Marketplace Rule 4310(c)(14) requires
that annual reports filed with Nasdaq contain audited financial statements.
The
Company’s securities are subject to delisting from the Nasdaq Stock Market at
the opening of business on April 11, 2007. The Company will appeal the NASDAQ
Staff’s determination by requesting a hearing before the Nasdaq Listing
Qualifications Panel, which will automatically stay the delisting of
PacificNet’s common stock pending the Panel’s review and determination. There
can be no assurance that the Panel will grant the Company’s request for
continued listing.
On
April
4, 2007, the Company, issued a press release reporting the receipt of the letter
from The Nasdaq Stock Market. A copy of the press release is attached hereto
as
Exhibit 99.1 and is incorporated in this Item 3.01 by reference.
Safe
Harbor Statement
This
Company's announcement contains forward-looking statements. Statements that
are
not historical facts, including statements about our beliefs and expectations,
are forward-looking statements. Forward-looking statements involve inherent
risks and uncertainties. Potential risks and uncertainties include, but are
not
limited to, PacificNet's historical and possible future losses, limited
operating history, uncertain regulatory landscape in China, fluctuations in
quarterly operating results and PacificNet’s ability to maintain its continued
listing on Nasdaq. Further information regarding these and other risks is
included in PacificNet's Form 10QSB and 10KSB and other filings with the SEC.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is furnished herewith:
99.1
Press release dated April 4, 2007
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PACIFICNET
INC.
By:
/s/
Victor
Tong
Name:
Victor Tong
Title:
President
Dated:
April 4, 2007
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EXHIBIT
INDEX
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Exhibit
No.
99.1
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Description
Press
Release of PacificNet Inc., dated April 4,
2007
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