PacificNet Inc.
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 12b-25
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NOTIFICATION OF LATE FILING
SEC FILE NUMBER
000 24985
 
(Check One):  x Form 10-K    ¨ Form 20-F    ¨ Form 11-K    ¨ Form 10-Q    ¨ Form N-SAR    ¨ Form N-CSR
CUSIP NUMBER
69511V207
 
For Period Ended: December 31, 2005 
 
[  ] Transition Report on Form 10-K
[  ] Transition Report on Form 20-F
[  ] Transition Report on Form 11-K
[  ] Transition Report on Form 10-Q
[  ] Transition Report on Form N-SAR
 
              For the Transition Period Ended:  _________________________________
 
Read attached instruction sheet before preparing form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I - REGISTRANT INFORMATION
 
 
Full Name of Registrant
 
PacificNet Inc.
 
Former Name if Applicable
 
 
Address of Principal Executive Office (Street and Number)
 
601 New Bright Building, 11 Sheung Yuet Road
 
City, State and Zip Code
 
Kowloon Bay, Kowloon, Hong Kong
 
 
PART II
RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 
x
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR or From N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III
NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The report of PacificNet Inc. on Form 10-KSB could not be filed within the prescribed time period because the Company’s financial statements were not completed. As a result, the Company could not solicit and obtain the necessary audit of the financial statements by its auditors and report of the auditors.
 
PART IV
OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
  
 
 
Mitchell S. Nussbaum, Esq.
  
 
212
  
 
407-4159
 
(Name)
  
(Area Code)
  
(Telephone Number)
 
(2)
 
 
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s).
 
 
x Yes ¨ No
 
 
(3)
 
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
x Yes ¨ No
 
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
  
     
 

 
 
PacificNet Inc.
(Name of Registrant as Specified in Charter)
 
Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date : March 31, 2006
 
By:/s/ Victor Tong
Name: Victor Tong
Title: President
   
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 


PART IV.
OTHER INFORMATION

It is anticipated that a significant change in results of operations from the fiscal year ended 2004 will be reflected by the earnings statements, due to the significant increase in the scale of the Registrant’s operations during 2005, and a greater number of accounts to consolidate as a result of acquisitions during 2005.