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) May 18, 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
|
|
(State
or Other Jurisdiction of Incorporation)
|
(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)
(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
May
24, 2007, 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 May 18, 2007 (the “Deficiency
Letter”), from The Nasdaq Stock Market indicating that as a result of the
Company’s failure to file its Quarterly Report on Form 10-Q for the period ended
March 31, 2007 with the Securities and Exchange Commission by
May
15, 2007 (the deadline for filing its Form 10-Q), the
Company is not in compliance with the Nasdaq requirements for continued listing
set forth in Nasdaq Marketplace Rule 4310(c)(14),
and its
securities are, therefore, subject to delisting from The Nasdaq Global
Market. Nasdaq
Marketplace Rule 4310(c)(14) requires the Company to file all required reports
with Nasdaq on or before the date they are required to be filed with the
Securities and Exchange Commission.
The
Company may present its views with respect to the deficiency reflected in the
Deficiency Letter in writing to the Panel no later than May 25, 2007. In the
event the Company fails to address the deficiency reflected in the Deficiency
Letter, the Panel will consider the record as presented at the hearing and
will
make its determination with respect to continued listing of the Company’s
securities based upon that information. 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 10-Q and 10-K and other filings with the SEC.
Item
9.01 Financial
Statements and Exhibits.
The
following exhibit is furnished herewith:
99.1 Press
release dated May
24, 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:
May 24, 2007
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EXHIBIT
INDEX
Exhibit
No. Description
99.1 Press
Release of PacificNet Inc. dated May 24, 2007
4