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) April 19, 2006
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
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(Commission
File
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(IRS
Employer
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of
Incorporation)
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Number)
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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)
601
New Bright Building, 11 Sheung Yuet Road,
Kowloon
Bay, Kowloon, Hong Kong
(Former
Name or Former Address, if Changed Since Last Report)
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
April 21, 2006, PacificNet Inc. (NASDAQ: PACT) (the “Company” or “PacificNet”),
issued a press release, attached to this Current Report on Form 8-K as Exhibit
99.1, reporting that the Company received a letter on April 19, 2006 from The
Nasdaq Stock Market indicating that as a result of the Company’s failure to file
with the Securities and Exchange Commission the Company’s Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005, 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
the Company to make on a timely basis all filings with the Securities and
Exchange Commission, as required by the Securities Exchange Act of 1934, as
amended.
The
Company’s securities are subject to delisting from the Nasdaq Stock Market at
the opening of business on April 28, 2006. PacificNet expects to be able to
file
its 10-KSB early next week before April 28 in order to maintain its continued
listing on Nasdaq. If the Company is not able to do so, it will appeal the
NASDAQ Staff’s determination by requesting a hearing before the Nasdaq Listing
Qualifications Panel, which would 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.
A
copy of a press release relating to the foregoing 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 21, 2006
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. |
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By: |
/s/ Victor
Tong |
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Name:
Victor Tong
Title: President
Dated: April 21,
2006
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EXHIBIT
INDEX
Exhibit
No. Description
99.1
Press
Release of PacificNet Inc. dated April 21, 2006