U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-Q




[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT


OF
1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2008




[ 
] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934






COMMISSION
FILE NUMBER: 000-24985









PACIFICNET
INC.


(Exact
name of registrant in its charter)





DELAWARE
            91-2118007(State
      or other jurisdiction of incorporation or
      organization)
            (I.R.S.
      Employer Identification Number)23/F,
      TOWER A, TIMECOURT, NO.6 SHUGUANG XILI,
              CHAOYANG
      DISTRICT, BEIJING, CHINA 100028
            N/A(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code:  0086-10-59225000




Indicate
by check mark whether the registrant (1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.  YES o NO þ




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).




Large
Accelerated FileroAccelerated
Filer oNon-accelerated
filerþ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   YES o   NO þ




As of May
30, 2008, there were 15,748,531 shares of the issuer’s common stock, par value
$0.0001 per share, outstanding.














PACIFICNET
INC.




Form 10-Q
for the Quarterly Period Ended March 31, 2008




TABLE
OF CONTENTS







PagePART I.
            FINANCIAL
      INFORMATIONItem
      1.
            Financial
      Statements (Unaudited)
            2Consolidated
      Balance Sheets
            2Consolidated
      Statements of Operations
            3Consolidated
      Statements of Cash Flows
            4Notes
      to Consolidated Financial Statements
            5Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            29Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            40Item
      4.
            Controls
      and Procedures
            43PART II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            43Item
      1A.
            Risk
      Factors
            43Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            43Item
      3.
            Defaults
      upon Senior Securities
            44Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            44Item
      5.
            Other
      Information
            44Item
      6.
            Exhibits
            44Signatures
            
            46









PART
I - FINANCIAL INFORMATION




ITEM
1. FINANCIAL STATEMENTS




PACIFICNET
INC. AND SUBSIDIARIES


CONSOLIDATED
BALANCE SHEETS


(In
thousands of United States dollars, except par values and share
numbers)




March
      31,
                  2008
                
                
                December
      31,
                  2007ASSETS
                
                (Unaudited)
                
                
                (Audited)Current
      Assets:Cash
      and cash equivalents
                
                $
                2,233
                
                
                $
                3,750Accounts
      receivables, net
                
                
                5,036
                
                
                
                5,241Inventories,
      net
                
                
                1,262
                
                
                
                693Loan
      receivable from related parties
                
                
                2,352
                
                
                
                2,273Loan
      receivable from third parties
                
                
                720
                
                
                
                815Marketable
      equity securities - available for sale
                
                
                1,469
                
                
                
                547Net
      assets held for disposition
                
                
                2,765
                
                
                
                2,692Other
      current assets
                
                
                454
                
                
                
                408Total
      Current Assets
                
                
                16,291
                
                
                
                16,419Property
      and equipment, net
                
                
                5,177
                
                
                
                5,285Intangible
      assets, net
                
                
                299
                
                
                
                343Investments
      - cost basis
                
                
                120
                
                
                
                120Investment
      - equity method
                
                
                15
                
                
                
                13Goodwill
                
                
                1,347
                
                
                
                870Other
      receivables
                
                
                1,693
                
                
                
                1,670TOTAL
      ASSETS
                
                $
                24,942
                
                
                $
                24,720LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      Liabilities:Bank
      line of Credit
                
                
                4
                
                
                
                100Bank
      loans-current portion
                
                
                85
                
                
                
                80Accounts
      payable
                
                
                102
                
                
                
                414Accrued
      expenses
                
                
                3,499
                
                
                
                3,500Customer
      deposits
                
                
                508
                
                
                
                514Convertible
      debenture
                
                
                5,897
                
                
                
                5,809Liquidated
      damages liability
                
                
                2,697
                
                
                
                2,697Shares
      to be issued
                
                
                -
                
                
                
                127Total
      Current Liabilities
                
                
                12,792
                
                
                
                13,241Bank
      loans - non current portion
                
                
                1,762
                
                
                
                1,743Convertible
      debenture-non current portion
                
                
                5,441
                
                
                
                5,224Total
      long-term liabilities
                
                
                7,203
                
                
                
                6,967TOTAL
      LIABILITIES
                
                
                19,995
                
                
                
                20,208Minority
      interest
                
                
                1,173
                
                
                
                1,720Commitments
      and contingenciesStockholders'
      Equity:Preferred
      stock, par value $0.0001, Authorized
      5,000,000   sharesIssued
      and outstanding - none
                
                
                
                
                
                
                -Common
      stock, par value $0.0001, Authorized 125,000,000 sharesIssued
      and outstanding:March
      31, 2008: 17,357,041 shares issued, 13,418,531 outstandingDecember
      31, 2007: 16,887,041 issued, 14,314,072 outstanding
                
                
                1
                
                
                
                1Treasury
      stock, at cost (2008Q1: 3,938,510 shares; 2007: 2,572,969
      shares)
                
                
                (159
                )
                
                
                (145
                )Additional
      paid-in capital
                
                
                70,444
                
                
                
                79,125Shares
      issued as deposit
                
                
                -
                
                
                
                (10,974
                )Cumulative
      other comprehensive income
                
                
                (62
                )
                
                
                200Accumulated
      deficit
                
                
                (66,105
                )
                
                
                (65,070
                )Stock
      subscription receivable
                
                
                (345
                )
                
                
                (345
                )Total
      Stockholders' Equity
                
                
                3,774
                
                
                
                2,792TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                
                $
                24,942
                
                
                $
                24,720
  The accompanying notes form an integral
part of these un-audited consolidated financial
statements.


2





PACIFICNET
INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF OPERATIONS


(In
thousands of United States dollars, except par share and share
amounts)





Three
      Months Periods Ended March 312008
            2007(Unaudited)
            Unaudited


Net
      RevenuesServices
            
            $
            992
            
            
            $
            1,144Product
      sales
            
            
            3,433
            
            
            
            4,702Total
      Net Revenues
            
            
            4,425
            
            
            
            5,846Cost
      of revenuesServices
            
            
            667
            
            
            
            731Product
      sales
            
            
            2,833
            
            
            
            3,375Total
      Cost of Revenues
            
            
            3,500
            
            
            
            4,106Gross
      Profit
            
            
            925
            
            
            
            1,740Selling,
      general and administrative expenses
            
            
            2,286
            
            
            
            1,152Provision
      for doubtful accountsDepreciation
      and amortization
            
            
            221
            
            
            
            156Total
      Operating Expenses
            
            
            2,507
            
            
            
            1,308Loss
      From Operations:
            
            
            (1,582
            )
            
            
            (432
            )Other
      income (Expenses):Interest
      income/(Expenses),
      net
            
            
            (221
            )
            
            
            (131
            )Share
      of earnings from investment on equity method
            
            
            (49
            )
            
            
            -Sundry
      income, net
            
            
            60
            
            
            
            80Total
      Other Income (Expenses)
            
            
            (211
            )
            
            
            (51
            )Loss
      from continued operations before Income Taxes and Minority
      Interest
            
            
            (1,793
            )
            
            
            380Provision
      for income taxes
            
            
            
            
            
            
            (68
            )Minority
      interests
            
            
            571
            
            
            
            (388
            )Loss
      from Continued Operations
            
            
            (1,222
            )
            
            
            (76
            )Income/
      (Loss) from discontinued operations
            
            
            72
            
            
            
            384Net
      Income (Loss)
            
            
            (1,150
            )
            
            
            308Other
      comprehensive income (Loss):Foreign
      exchange gain (loss)
            
            
            (100
            )
            
            
            29Unrealized
      loss on marketable securities
            
            
            (162
            )
            
            
            -Net
      Comprehensive
      Loss
            
            $
            (1,412
            )
            
            $
            337BASIC
      LOSS PER COMMON SHARE:Loss
      per share-Continued Operations
            
            $
            (0.08
            )
            
            $
            (0.01
            )Loss
      per share-Discontinued Operations
            
            $
            0.01
            
            
            $
            0.03Basic
      Loss per share
            
            $
            (0.07
            )
            
            $
            0.03DILUTED
      LOSS PER COMMON SHARE:Loss
      per share-Continued Operations
            
            $
            (0.08
            )
            
            $
            (0.01
            )Loss
      per share-Discontinued Operations
            
            $
            0.01
            
            
            $
            0.03Diluted
      Loss
      pershare
            
            $
            (0.07
            )
            
            $
            0.03Weighted
      average number of shares-Basic
            
            
            14,684,958
            
            
            
            11,703,376Weighted
      average number of shares- Diluted
            
            
            14,684,958
            
            
            
            11,997,317





The
accompanying notes form an integral part of these un-audited consolidated
financial statements.




3





PACIFICNET
INC. AND SUBSIDIARIES


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(In
thousands of United States dollars)





For
      the Three Month Periods Ended March
31


2008
            2007


Unaudited
            
            
            UnauditedCash
      Flows From Operating ActivitiesNet
      Income (Loss)
            
            $
            (1,150
            )
            
            $
            308Adjustment
      to reconcile net earnings/(loss) to net cash provided by (used in)
      operating activities:Provision
      for allowance for doubtful accounts
            
            
            316
            
            
            
            (378
            )Minority
      Interest
            
            
            (571
            )
            
            
            1,619Depreciation
      and amortization
            
            
            221
            
            
            
            306Share
      of earnings from investment on equity method
            
            
            49
            
            
            
            -Change
      in fair value of derivatives
            
            
            -
            
            
            
            (61
            )Changes
      in current assets and liabilities net of effects from purchase of
      subsidiaries:Accounts
      receivable and other current assets
            
            
            309
            
            
            
            (573
            )Inventories
            
            
            (569
            )
            
            
            (227
            )Accounts
      payable and other accrued expenses
            
            
            261
            
            
            
            294Net
      cash provided by (used in) operating activities of continued
      operations
            
            
            (1,134
            )
            
            
            1,288Net
      cash used in operating activities of discontinued
    operations
            
            
            (72
            )
            
            
            (1,950
            )Net
      cash used in operating activities
            
            
            (1,206
            )
            
            
            (662
            )Cash
      Flows From Investing Activities:Decrease
      in restricted cash
            
            
            -
            
            
            
            (1
            )Increase
      in purchase of marketable securities
            
            
            
            
            
            
            (10
            )Acquisition
      of property and equipment
            
            
            (140
            )
            
            
            (819
            )Acquisition
      of subsidiaries and affiliated companies
            
            
            -
            
            
            
            1,143Repurchase
      of treasury shares
            
            
            (15
            )
            
            
            -Net
      cash provided by (used in) investing activities of continued
      operations
            
            
            (155
            )
            
            
            313Net
      cash provided by investing activities of discontinued
      operations
            
            
            111
            
            
            
            1,139Net
      cash provided by( used in) investing activities
            
            
            (44
            )
            
            
            1,452Cash
      Flows From Financing Activities:Loans
      receivable from third parties
            
            
            87
            
            
            
            (50
            )Loans
      receivable from related parties
            
            
            (182
            )
            
            
            (33
            )Loans
      payable to related party
            
            
            -
            
            
            
            (61
            )Advances
      (repayments) under bank line of credit
            
            
            (96
            )
            
            
            (451
            )Repayments
      of amount borrowed under capital lease obligations
            
            
            -
            
            
            
            (30
            )Proceeds
      from exercise of stock options and subscription
            
            
            
            
            
            
            -Advances
      under bank loans
            
            
            24
            
            
            
            217Sale
      of treasury shares
            
            
            -
            
            
            
            127Net
      proceeds from issuance of convertible debenture
            
            
            -
            
            
            
            1,205Net
      cash provided by financing activities of continued
    operations
            
            
            (167
            )
            
            
            924Net
      cash provided by (used in) financing activities of discontinued
      operations
            
            
            -
            
            
            
            -Net
      cash provided by financing activities
            
            
            (167
            )
            
            
            924Effect
      of exchange rate change on cash and cash equivalents
            
            
            (100
            )
            
            
            29NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
            
            
            (1,517
            )
            
            
            1,743CASH
      AND CASH EQUIVALENTS, BEGINNING OF PERIOD
            
            
            3,750
            
            
            
            1,900CASH
      AND CASH EQUIVALENTS, END OF PERIOD
            
            $
            2,233
            
            
            $
            3,643SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
            
            $
            221
            
            
            $
            221Income
      taxes paid
            
            $
            -
            
            
            $
            -NON-CASH
      INVESTING AND FINANCING ACTIVITIES:Property
      & Equipment acquired under bank loans
            
            $
            -
            
            
            $
            785Investments
      in subsidiaries and affiliate through issuance of common
    stock
            
            $
            -
            
            
            $
            190Investment
      in marketable securities by issuing shares
            
            $
            1,245
            
            
            $
            -Issuance
      of shares to Take 1 Technology as part of acquisition
      agreement
            
            $
            593
            
            
            $
            -Issuance
      of shares to employees accrued in prior year
            
            $
            470
            
            
            $
            -





The
accompanying notes form an integral part of these un-audited consolidated
financial statements.


4





PACIFICNET
INC. AND SUBSIDIARIES


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Amounts
expressed in United States dollars unless otherwise stated)





1.
BASIS OF PRESENTATION




Description of
Operations- PacificNet, Inc. (NASDAQ: PACT) is a leading developer and
provider of gaming technology for the land-based, online and mobile game
operators in Asia. Established in 2000 as a provider of e-commerce and Customer
Relationship Management (CRM) solutions for the China market, the company
changed focus in 2006 and has been divesting its legacy telecom and CRM business
while pursuing a strategy to focus on gaming technology and games development
for the global gaming market. Due to the contribution of the highly experienced
executives of our gaming subsidiaries, including PacificNet Games (PactGame) and
Take1 Technologies (Take 1), PacificNet is able to offer world-leading solutions
in casino equipment supply and in the development, installation and support of
systems and game content for the casino, lottery and Amusement With Prizes (AWP)
markets. Positioning itself as a systems integrator for the gaming industry,
with a special focus on the emerging markets, PacificNet enables customers to
integrate gaming operations, linking electronic gaming machines, tables and
larger networks so that operators can build efficient and highly attractive
gaming operations that drive revenue growth and profit opportunity and enhance
the customer experience. PacificNet's gaming clients include leading hotels,
casinos, and gaming operators in Asia, Europe, and other gaming markets around
the world. The Company employs approximately 500 staff in its various
subsidiaries with offices in Macau, Hong Kong, China, Philippines, and the
US.




Consolidated
Interim Financial Statements - The consolidated financial statements have
been prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”) for interim financial reporting consistent in all material respects
with those applied in the Company’s Annual Report on Form 10-K, as amended, for
the year ended December 31, 2007, but do not include all disclosures
required by GAAP. You should read these interim consolidated financial
statements in conjunction with the audited financial statements, including the
notes thereto, and the other information set forth in the Company’s Annual
Report on Form 10-K, as amended, for the year ended December 31, 2007. The
unaudited consolidated financial statements include the accounts of PacificNet
Inc. and its subsidiaries and variable interest entities (“VIEs”) for which the
Company is the primary beneficiary. All significant intercompany balances and
transactions have been eliminated in consolidation. In the opinion of
management, all material adjustments considered necessary for a fair
presentation of the Company’s interim results have been reflected. PacificNet’s
2007 Annual Report on Form 10-K includes certain definitions and a summary of
significant accounting policies and should be read in conjunction with this
report. The results for interim periods are not necessarily indicative of
annual results.




Use of
Estimates - The preparation of the consolidated financial statements in
conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates, and such differences may be material
to the financial statements. Certain prior year amounts have been reclassified
to conform to the current year presentation.




5




Reclassification- Certain items in the accompanied consolidated financial statements have
been re-classed for comparative purposes.




Going
Concern




As shown
in the accompanying consolidated financial statements, the Company incurred
accumulated losses of $66 million and $65 million as of March 31, 2008 and
December 31, 2007, respectively. Negative cash flows used in the operations were
$1.21 million for the three months ended March 31, 2008. These matters raise
substantial doubt about the Company’s ability to continue as a going
concern.




In view
of the matters described in the preceding paragraph, recoverability of a major
portion of the recorded asset amounts shown in the accompanying balance sheet is
dependent upon continued operations of the Company, which in turn is dependent
upon the Company’s ability to raise additional capital, obtain financing and to
succeed in its future operations. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.




The
Company has taken certain restructuring steps to provide the necessary capital
to continue its operations. These steps included, but not limited to: 1)
accelerate disposal and spin-off of unprofitable or unfavorable
return-on-investment non-gaming operations; 2) focus on execution of the new
high potential gaming business initiatives; 3) acquisition of profitable and/or
strategic operations through issuance of equity instruments; 4) formation of
strategic relationship with key gaming operators in Asia; 5) issuance and/or
restructure of new long-term convertible debentures.




On April
30, 2007, the Company entered into a sale and purchase agreement to dispose of
its interest in Guangzhou3G for a consideration of US$6 million. The deal was
subsequently reopened for renegotiation in November 2007 (See note
12).




On May 15
& 20, 2007, the Company entered into various definitive agreements to divest
and reduce its equity interests in certain unprofitable subsidiaries to below
20% equity interest, namely: Linkhead, Clickcom, PacTelso, PacSo and PacPower
(See note 12).




On March
27, 2008, three holders of PACT's Convertible Subordinated Debentures filed an
involuntary petition for Chapter 11 relief in federal bankruptcy court late
Saturday, March 22, 2008 in Wilmington, DE. The Company has retained counsel to
oppose the filing because the petition fails to meet the standard for invoking
an involuntary bankruptcy and fails to take into consideration other agreements
between the Company and the petitioning creditors. The Company intends to
vigorously oppose the petition and move for dismissal of the filing, and if
successful will seek damages and attorney fees. Subsequently, PACT also received
default notice from all but one of the debenture holders including Iroquois
Master Fund Ltd., Alpha Capital AG, Whalehaven Capital Fund Limited, DKR
Soundshore Oasis Holding Fund Ltd., Basso Fund Ltd., Basso Multi-Strategy
Holding Fund Ltd., and Basso Private Opportunities Holding Fund Ltd. from the
same Convertible Subordinated Debentures related to the private offering of
$8,000,000 principal amount variable debentures consummated on March 13, 2006,
and due March 2009.




PACT has
retained counsel to oppose the above petition. The amount of the debt
in  question is as follows: Iroquois Master Fund Ltd. $2.5 million,
Whalehaven Capital Fund Limited $958,000, Alpha Capital AG $685,000 DKR
Soundshore Oasis Holding Fund Ltd $960,000, and Basso Fund Ltd., Basso Multi-
Strategy Holding Fund Ltd., and Basso Private Opportunities Holding Fund Ltd., a
combined amount of $500,000.




6




2.
RECENT ACCOUNTING PRONOUNCEMENTS




In May of
2008, FASB issued SFASB No. 163, Accounting for Financial Guarantee Insurance
Contracts-an interpretation of FASB Statement No. 60.  The scope of
the statement is limited to financial guarantee insurance (and reinsurance)
contracts.  The pronouncement is effective for fiscal years beginning
after December 31, 2008.  The company does not believe this
pronouncement will impact its financial statements.




In May 0f
2008, FSAB issued SFASB No.162, The Hierarchy of Generally Accepted Accounting
Principles.  The pronouncement mandates the GAAP hierarchy reside in
the accounting literature as opposed to the audit literature.  This
has the practical impact of elevating FASB Statements of Financial Accounting
Concepts in the GAAP hierarchy.  This pronouncement will become
effective 60 days following SEC approval.  The company does not
believe this pronouncement will impact its financial statements.




On March
19, 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. The new standard is intended to improve financial reporting
about derivative instruments and hedging activities by requiring enhanced
disclosures to enable investors to better understand their effects on an
entity's financial position, financial performance, and cash flows. It is
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, with early application encouraged. Currently
the Company does not carry any derivative instruments and the adoption of this
statement may not have any effect on the financial statements.




In
December 2007, FASB issued FASB Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. This Statement
applies to all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. Not-for-profit organizations should continue to
apply the guidance in Accounting Research Bulletin No. 51, Consolidated
Financial Statements, before the amendments made by this Statement, and any
other applicable standards, until the Board issues interpretative guidance. This
Statement is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009, for
entities with calendar year-ends). Earlier adoption is prohibited. The effective
date of this Statement is the same as that of the related Statement 141(R). This
Statement shall be applied prospectively as of the beginning of the fiscal year
in which this Statement is initially applied, except for the presentation and
disclosure requirements. The presentation and disclosure requirements shall be
applied retrospectively for all periods presented. Management is currently
evaluating the effect of this pronouncement on financial
statements.





In
December 2007, the FASB issued SFAS No. 141(R), "Business Combinations". This
Statement replaces SFAS No. 141, Business Combinations. This Statement retains
the fundamental requirements in Statement 141 that the acquisition method of
accounting (which Statement 141 called the purchase method) be used for all
business combinations and for an acquirer to be identified for each business
combination. This Statement also establishes principles and requirements for how
the acquirer: a) recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any non-controlling
interest in the acquirement; b) recognizes and measures the goodwill acquired in
the business combination or a gain from a bargain purchase and c) determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. SFAS No.
141(R) will apply prospectively to business combinations for which the
acquisition date is on or after Company's fiscal year beginning October 1, 2009.
While the Company has not yet evaluated this statement for the impact, if any,
that SFAS No. 141(R) will have on its consolidated financial statements, the
Company will be required to expense costs related to any acquisitions after
September 30, 2009.




7




In
March 2007, the Emerging Issues Task Force (“EITF”) reached a consensus on
issue number 06-10, “Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Collateral Assignment Split-Dollar Life Insurance
Arrangements,” (“EITF 06-10”). EITF 06-10 provides guidance to help companies
determine whether a liability for the postretirement benefit associated with a
collateral assignment split-dollar life insurance arrangement should be recorded
in accordance with either SFAS No. 106, “Employers’ Accounting for
Postretirement Benefits Other Than Pensions” (if, in substance, a postretirement
benefit plan exists), or Accounting Principles Board Opinion No. 12 (if the
arrangement is, in substance, an individual deferred compensation contract).
EITF 06-10 also provides guidance on how a company should recognize and measure
the asset in a collateral assignment split-dollar life insurance contract. EITF
06-10 is effective for fiscal years beginning after December 15, 2007,
though early adoption is permitted. The management is currently evaluating the
effect of this pronouncement on financial statements.




In
February 2007, FASB issued FASB Statement No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. FAS 159 is effective for fiscal
years beginning after November 15, 2007. Early adoption is permitted subject to
specific requirements outlined in the new Statement. Therefore, calendar-year
companies may be able to adopt FAS 159 for their first quarter 2007 financial
statements.




The new
Statement allows entities to choose, at specified election dates, to measure
eligible financial assets and liabilities at fair value that are not otherwise
required to be measured at fair value. If a company elects the fair value option
for an eligible item, changes in that item's fair value in subsequent reporting
periods must be recognized in current earnings. FAS 159 also establishes
presentation and disclosure requirements designed to draw comparison between
entities that elect different measurement attributes for similar assets and
liabilities. The management is currently evaluating the effect of this
pronouncement on financial statements.




In
September 2006, FASB issued SFAS 158 ‘Employers’ Accounting for Defined Benefit
Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87,
88, 106, and 132(R)’ This Statement improves financial reporting by requiring an
employer to recognize the over funded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. The Company currently does not have any defined benefit plan and
so FAS 158 will not affect the financial statements.




8




In
September 2006, FASB issued SFAS 157 ‘Fair Value Measurements’. This Statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles (GAAP), and expands disclosures about
fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this Statement does not require any
new fair value measurements. However, for some entities, the application of this
Statement will change current practice. This Statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The management is currently
evaluating the effect of this pronouncement on financial
statements.




3.
EARNINGS PER SHARE




Basic and
diluted earnings or loss per share (EPS) amounts in the financial statements are
computed in accordance with SFAS No. 128, "Earnings Par Share." Basic EPS is
based on the weighted average number of common shares outstanding. Diluted EPS
is based on the weighted average number of common shares outstanding plus
dilutive common stock equivalents. Basic EPS is computed by dividing net
income/loss available to common stockholders (numerator) by the weighted average
number of common shares outstanding (denominator) during the period Diluted EPS
is calculated by dividing net earnings by the weighted average number of common
shares outstanding and other dilutive securities. Dilutive earnings per share
for the period ended March 31, 2008 exclude the potential dilutive effect of all
the 1,007,138 warrants outstanding because their impact would be anti-dilutive
based on current market prices. 465,909 convertible debentures are tested by
using if-converted method. The result shows when convertible debentures are
included in the computation, diluted EPS increases. According to SFAS No.128,
those convertible debentures are ignored in the computation of diluted EPS. All
per share and per share information are adjusted retroactively to reflect stock
splits and changes in par value.




The
reconciliation of the numerators and denominators of the basic and diluted EPS
calculations was as follows:




Three
      Months Ended March 31(IN
      THOUSANDS OF UNITED STATES DOLLARS, EXCEPT WEIGHTED SHARES AND PER SHARE
      AMOUNTS)
            2008
            2007


Numerator:
      Net Earnings/ (Loss)
            
            $
            (1,150
            )
            
            $
            308Denominator:Weighted-average
      number of shares –Basic
            
            
            14,684,958
            
            
            
            11,703,376Weighted-average
      number of shares – Diluted
            
            
            14,684,958
            
            
            
            11,997,317Basic
      Earnings/ ( Loss) per share:
            
            $
            (0.07
            )
            
            $
            0.03Diluted
      Earnings/ ( Loss) per share:
            
            $
            (0.07
            )
            
            $
            0.03




9




4.
OTHER CURRENT ASSETS




Other
current assets consist of the following at March 31, 2008 (in
thousands):




(USD
      ' 000s)
            
            March
      31, 2008 (Unaudited)
            
            
            December
      31, 2007 (Audited)Prepayment
      to suppliers
            
            $
            373
            
            
            $
            346Deposit
            
            
            306
            
            
            
            237Loans
      to employees
            
            
            266
            
            
            
            273Prepaid
      expenses
            
            
            125
            
            
            
            129Loan
      to Golden Chapel
            
            
            517
            
            
            
            517Other
      Receivables
            
            
            508
            
            
            
            525Receivables
      WeiDa for disposal Linkhead
            
            
            100
            
            
            
            150Loan
      to Beijing Webp
            
            
            463
            
            
            
            237Loan
      to Mou Yi Liang
            
            
            244
            
            
            
            244Loan
      to Bell-Pact Shanghai JV
            
            
            -
            
            
            
            102Loan
      to BeijingUASIT
            
            
            100
            
            
            
            96Provision
      for Doubtful Account
            
            
            (2,548
            )
            
            
            (2,448
            )Total
            
            $
            454
            
            
            $
            408




5.
GOODWILL AND BUSINESS ACQUISITIONS




The
changes in the carrying amount of goodwill for the following reporting periods
are summarized below:




Group
      1.
            
            Group
      2.
            
            Group
      3.(US$000s)
            Outsourcing
              Services
            
            Telecom
              Value-Added
              Services
            
            Products
              (Telecom
      &
              Gaming)
            
            TotalBalance
      as of December 31, 2007
            
            $
            
            
            
            $
            461
            
            
            $
            409
            
            
            $
            870Goodwill
      acquired during the first quarter
            
            
            
            
            
            
            
            
            
            
            477
            
            
            
            477Balance
      as of March 31, 2008
            
            $
            
            
            
            $
            461
            
            
            $
            886
            
            
            $
            1,347





On
January 5, 2008 the Company has a supplementary agreement with Take 1 Technology
to issue all the shares as per the conditions set in the S&P agreement dated
January 5, 2007. Based upon the supplementary agreement, the Company was
required to issue the shares without the conditions on January 5, 2008. As a
result, the Company issued 120,000 shares to Take 1 on January 9, 2008 valued at
$477,000. The Company also issued 29,459 shares as committed on January 5, 2007
and classified as “Shares to be issued” as at December 31, 2007. The Company
recorded 120,000 additional shares at the fair market value at the date of
issuance on January 9, 2008. This additional issuance of shares contributed to
the increase in goodwill amounting to $477,000..




10




6.
ACCRUED EXPENSES & OTHER PAYABLES





Accrued
expenses and other payables comprises of the following as of March 31, 2008 and
December 31, 2007.





(in
      thousands of US Dollars):
            March
      31,
              2008
              (Unaudited)
            
            December
      31,
              2007
              (Audited)Professional
      fee
            
            $
            482
            
            
            $
            480Director
      fee
            
            
            115
            
            
            
            111Salaries
      and benefit payable
            
            
            846
            
            
            
            1,042Marketing
      expense
            
            
            989
            
            
            
            973Income
      tax payable
            
            
            12
            
            
            
            7Others
      taxes payable
            
            
            675
            
            
            
            887Others
            
            
            380
            
            
            
            -Total
            
            $
            3,499
            
            
            $
            3,500




7.
STOCKHOLDERS' EQUITY




a) COMMON
STOCK




For the
three months period ended March 31, 2008, the Company had the following equity
transactions: (i) 470,000 restricted PACT shares were issued as settlement of
director fees and certain employee compensation fees and executive bonuses
incurred in Q4, 2007, such shares were valued at $470,000; (ii) 10,000 PACT
shares were repurchased from open market at $1.48 per share; (iii) 149,459 PACT
shares were issued to Take 1 from escrow as consideration of 31% of Take 1’s
equity interests; (iv) 825,000 PACT treasury shares were issued to Shenzhen
GuHaiGuangChao’s shareholder under a share swap agreement dated March 28, 2008.
In exchange for the issuance of the 825,000 PACT treasury shares issued to the
shareholder of GHGC, we received 16,860,000 shares of International Financial
Network Holdings Ltd (“IFN”, listed on the HK Stock Exchange as 8123.HK) which
was issued to PacificNet Strategic Investment Holdings Limited, a wholly owned
subsidiary of PacificNet. The Company recorded unrealized loss of $162,000 on
the marketable securities as at March 31, 2008 as stipulated per SFAS
115.




b) STOCK
OPTION PLAN




Prior to
January 1, 2006, PacificNet accounted for awards granted under stock-based
compensation plans following the recognition and measurement principles of APB
25, Accounting for Stock Issued to Employees, and related interpretations.
Accordingly, compensation expense was recognized for awards granted at an
exercise price less than fair market value of the underlying common stock on the
date of grant. Effective January 1, 2006, PacificNet adopted the fair value
recognition provisions of SFAS 123(R). See Note 2 for a description of the
Company’s adoption of SFAS 123R. The fair value of stock options is determined
using the Black-Scholes option pricing model, which is consistent with the
valuation techniques previously utilized for options in footnote disclosures
required under SFAS 123, as amended by FASB Statement No.148, “Accounting for
Stock-Based Compensation - Transition and Disclosure.” The determination of the
fair value of stock-based compensation awards on the date of grant using an
option-pricing model is affected by the Company’s stock prices as well as
assumptions regarding a number of complex and subjective variables, including
the expected volatility of the Company’s stock price over the term of the
awards, actual and projected employee stock option exercise behaviors, risk-free
interest rate and expected dividends. The valuation provisions of SFAS 123(R)
apply to new grants and unvested grants that were outstanding as of the
effective date. For the three months ended March 31, 2008, no new options were
granted and no options were vested, thus the option-related compensation cost is
zero. PacificNet elected the modified prospective method and therefore has not
restated results for prior periods due to 123R




11




The
status of the Stock Option Plan as of March 31, 2008, is as
follows:




OPTIONS
              OUTSTANDING
            WEIGHTED
              AVERAGE
              EXERCISE
      PRICEOUTSTANDING,
      DECEMBER 31, 2006
            
            
            370,500
            
            $
            2.00Granted
            
            
            806,000
            
            
            4.26Cancelled
            
            
            (941,500
            )
            
            2.00Exercised
            
            
            (202,000
            )
            
            2.00OUTSTANDING,
      DECEMBER 31, 2007
            
            
            33,000
            
            
            4.31GrantedCancelledExercisedOUTSTANDING,
      MARCH 31, 2008
            
            
            33,000
            
            $
            4.31




Following
is a summary of the status of options outstanding at March 31,
2008:




Grant
      Date
            Total
      Options
              Outstanding
            Aggregate
              Intrinsic
      Value
            Weighted
      Average Remaining
              Life
      (Years)
            Total
      Weighted
              Average
              Exercise
      Price
            Option
              Exercisable
            Weighted
              Average
              Exercise
      Price2007-8-13
            33,000
            $0
            5.37
            $4.31
            -
            $4.31




PacificNet
previously granted 788,000 options on August 11, 2007; however, as most of the
optionees did not sign or execute the option agreements before December 31,
2007, most of the options have been forfeited except for 33,000 options. These
options will be vested commencing from August 8, 2008 with a 5% per quarter
vesting schedule, and the corresponding compensation costs will be recorded
within the vesting period. The weighted-average fair value of such options was
$2.75.The assumptions used in calculating the fair value of options granted
using the Black-Scholes option-pricing model are as follows:




12




Risk-free
      interest rate
            4.51%Expected
      life of the options
            5.86
      yearsExpected
      volatility
            67.44%Expected
      dividend yield
            0%




33,000
options were granted and 202,000 were exercised during the fiscal year ended
December 31, 2007.




No other
options were vested during the quarter ended March 31, 2008.




c)
WARRANTS




At March
31, 2008, the Company had outstanding and exercisable warrants to purchase an
aggregate of 1,007,138 shares of common stock. The weighted average remaining
life is 2.09 years and the weighted average exercise price per share is $10.61
per share.




Following
is a summary of the warrant activity:




Warrants
            
            WEIGHTED
      AVERAGE
            
            Aggregateoutstanding
            
            EXERCISE
      PRICE
            
            Intrinsic
      ValueOUTSTANDING,
      DECEMBER 31, 2006
            
            1,007,138
            
            $
            10.61
            
            $
            -GrantedForfeitedExercisedOUTSTANDING,
      DECEMBER 31, 2007
            
            1,007,138
            
            $
            10.61
            
            $
            -GrantedForfeitedExercisedOUTSTANDING,
      MARCH 31, 2008
            
            1,007,138
            
            $
            10.61
            
            $





Following is a summary of the status of
warrants outstanding at March 31, 2008:




Grant Date
            Total
      warrants
              Outstanding
            Weighted
      Average
              Remaining
      Life (Years)
            Total
      Weighted
              Average
              Exercise
      Price
            Warrants
              Exercisable
            Weighted
              Average
              Exercise
      Price2004-1-15
            123,456
            0.79
            $7.15
            123,456
            $7.152004-11-15
            117,682
            1.63
            $3.89
            117,682
            $3.892004-12-9
            350,000
            1.69
            $12.21
            350,000
            $12.212006-3-13
            416,000
            2.95
            $12.20
            416,000
            $12.20




13




On March
13, 2006, we issued 400,000 warrants to several institutional investors in
connection with a private placement of $8 million in convertible debentures. On
the same day we issued another 16,000 warrants to our placement agent for the
transaction. Those warrants have a term of 5 years and immediately vesting. The
assumptions used in calculating the fair value of such warrants granted using
the Black-Scholes option- pricing model are as follows:




Risk-free
      interest rate
            4.78%Expected
      life of the options
            5.00
      yearsExpected
      volatility
            37.08%Expected
      dividend yield
            0%




No
warrants were granted, cancelled and exercised during the three months period
ended March 31, 2008.




d)
TREASURY STOCK




The
following is a summary of the movement of the Company's shares held as treasury
stock for the quarterly ended March 31, 2008:




Number
      of shares
            NoteEscrow
      shares returned to treasury on
            800,000Repurchase
      in the open market
            50,888Repurchase
      of shares from Take1
            149,459Cancellation
      of former employee shares
            45,000Holdback
      shares as contingent consideration due to performance targets not yet
      met
            529,848
            (1)Incomplete
      Acquisition of ChinaGoHi (GHGC)
            825,000Cancellation
      of acquisition of Allink
            200,000Repurchase
      of shares from Yueshen
            24,200Shares
      sold to the open market
            (41,426)Settlement
      with GHGC & Share Exchange with IFN
            (825,000)Issuance
      149,459 shares to Take 1
            (149,459)Shares
      received from Octavian
            2,330,000Balance,
      March 31, 2008
            3,938,510Shares
      outstanding at March 31, 2008
            13,418,531Shares
      issued at March 31, 2008
            17,357,041





(1)  Includes
shares related to Clickcom acquisition: 78,000 PACT shares; Guangzhou Wanrong
acquisition: 138,348 PACT shares; iMobile acquisition: 153,500 PACT Shares; and
PacificNet Games: 160,000 PACT shares.





8.
CONVERTIBLE DEBENTURES




14




8.1
Eight Million Convertible Debentures




On March
13, 2006, we completed a private placement in which we sold $8,000,000 in
convertible debentures and issued warrants to purchase up to an aggregate of
400,000 shares of common stock. The debentures are convertible at any time into
shares of our common stock at an initial fixed conversion price of $10.00 per
share, subject to adjustments for certain dilutive events. The debentures are
due March 13, 2009. The warrants are exercisable for a period of five years at
an exercise price of $12.20 per share. At the closing of the private placement,
we prepaid the first year's interest on debentures equal to 5% of the aggregate
principal amount of debentures. We will pay interest in cash or shares, provided
that certain conditions are met, at the rate of 6% for the second year the
debentures are outstanding and then 7% for the third. Beginning January 1, 2007,
we are obligated to redeem up to $320,000 every month, plus accrued, but unpaid
interest, liquidated damages and penalties. We also have the option to prepay
the debentures at any time, provided that certain conditions have been met,
after the 12 month anniversary of the effective date of the registration
statement that has been filed with the Securities and Exchange Commission with
respect to the common stock issuable upon conversion of the debentures, some or
all of the outstanding debentures for cash in an amount equal to 120% of the
principal amount outstanding, plus accrued, but unpaid interest, liquidated
damages and penalties outstanding. At any time after the nine months anniversary
of the effective date of the registration statement, we may force the holders to
convert up to 50% of the then outstanding principal amount of the debentures,
subject to certain trading conditions being met. If any event of default occurs
under the debentures or other related documents, the holders may elect to
accelerate the payment of the outstanding principal amount of the debenture,
plus accrued, but unpaid interest, liquidated damages and penalties, which shall
become immediately due and payable.




Under the
terms of a registration rights agreement entered into at the time of the private
placement, the Company was obligated to file a registration statement with
respect to the shares issuable under the debenture and the warrants by April 30,
2006, and have the registration statement declared effective by the SEC no later
than June 28, 2006. Due to various factors, the Company did not file the
registration statement until May 15, 2006, and it was not declared effective
until December 8, 2006. Therefore, under the terms of the registration rights
agreement, the Company was obligated to pay liquidated damages to the investors
at the rate of 2% of the principal amount of the debenture each month beginning
on June 28, 2006 until the effectiveness of the registration statement, which
was equal to $1,120,000, in the aggregate.




In
February 2007, upon reaching an agreement on the amount and payment of accrued
liquidated damages, the Company signed a Settlement and Release Agreement with
each of the investors. Under the terms of the Settlement and Release Agreements,
the Company paid an aggregate $140,000 in cash as satisfaction in full of
liquidated damages owed to Basso Fund Ltd., Basso Multi-Strategy Holding Fund
Ltd., and Basso Private Opportunities Holding Fund Ltd. Partial liquidated
damages owed to Whalehaven Capital Fund Ltd. were paid in the amount of $35,000
in cash, with the remaining liquidated damages in the amount of $105,000 paid in
the form of a new convertible debenture due February 2009, on substantially the
same terms as the original debentures, except that interest only is paid on the
new debentures until October 2008 and beginning in November 2008 until February
2009, when the new debentures are due, the monthly redemption amount under the
new debentures shall be equal to $315,000. The remaining investors also agreed
to accept the aggregate $840,000 in liquidated damages owed to them in the form
of the new convertible debentures for the amount of their respective portion of
the liquidated damages. The Company also agreed to amend the original debentures
to shorten the term for payment of the original principal amount to a 22 month
term. As a result the monthly redemption amount for the original debenture
increased from $320,000 to $ 363,638. All other terms and conditions of the
original debenture remain in full force and effect.




15




C.E.
Unterberg, Towbin L.L.C. acted as placement agent and received a negotiated cash
fee in the amount of $449,500 and a warrant to purchase up to 16,000 shares at
an exercise price of $12.20 per share, which expire five years from the date of
issuance. The fair value of these warrants totaled $28,141. Such amount was
charged to other assets, net, and credited to additional paid-in capital and
will be amortized over the life of the debentures. Maxim Group also acted as
Placement Agent and received a cash fee in the amount of $50,000.




In
connection with the issuance of the debentures, the Company incurred $1,106,135
of issuance costs, which primarily consisted of investment banker fees, legal
and other professional fees. These costs have been recorded as additional
expense during year 2006.




CHANGE IN
ACCOUNTING PRINCIPLE: On January 1, 2007, the Company adopted FSP EITF 00-19-2
and reclassified warranty liability to equity thru cumulative – effect
adjustment to the opening balance of retained earnings/loss by
$213,000.




The FSP
states that for registration payment arrangements and financial instruments
subject to those arrangements that were entered into prior to the issuance of
the FSP and that continue to be outstanding at the beginning of the period of
adoption, transition shall be achieved by reporting a change in accounting
principle through a cumulative effect adjustment to the opening balance of
retained earnings, or other appropriate component of equity or net assets in the
statement of financial position, in the first interim period of the fiscal year
in which this FSP is initially applied. No prior period information is
retrospectively adjusted following the transition provisions of
FSP.




EVENT OF
DEFAULT




On March
16, 2007 our predecessor auditor withdrew their opinion on our previously filed
financial statements for the years ended December 31, 2005, December 31, 2004
and December 31, 2003. As a result, on March 27, 2007, we notified the holders
of the outstanding convertible debenture that we suspended use of the prospectus
contained in our Registration Statement on Form S-1 (File No. 333-134127) that
was declared effective on December 8, 2006, due to the lack of fiscal year end
2005 and 2004 audited financial statements and that they must cease selling
under the prospectus. The suspension of the use of the prospectus after April
17, 2007, triggered an event of default under the registration rights agreement
and the convertible debentures, and if any of the holders so elect, they could
accelerate and demand payment under the debentures, in accordance with the
registration rights agreement based on the following provisions.




a)           "If,
during the Effectiveness Period, either the effectiveness of the Registration
Statement lapses for any reason or the Holder shall not be permitted to resell
Registrable Securities under the Registration Statement for a period of more
than 20 consecutive Trading Days or 60 non-consecutive Trading Days during any
12 month period, the Company has to pay ‘Mandatory Default Amount’ as the sum of
(i) the greater of (A) 130% of the outstanding principal amount of this
Debenture, plus all accrued and unpaid interest hereon, or (B) the outstanding
principal amount of this Debenture, plus all accrued and unpaid interest hereon,
divided by the Conversion Price on the date the Mandatory Default Amount is
either (a) demanded (if demand or notice is required to create an Event of
Default) or otherwise due or (b) paid in full, whichever has a lower Conversion
Price, multiplied by the VWAP on the date the Mandatory Default Amount is either
(x) demanded or otherwise due or (y) paid in full, whichever has a higher VWAP,
and (ii) all other amounts, costs, expenses and liquidated damages due in
respect of this Debenture."




16




b)           "If
any Event of Default occurs, the outstanding principal amount of this Debenture
plus accrued but unpaid interest, liquidated damages and other amounts owing in
respect thereof through the date of acceleration, shall become, at the Holder’s
selection, immediately due and payable in cash at the Mandatory Default Amount.
Commencing 5 days after the occurrence of any Event of Default that results in
the eventual acceleration of this Debenture, the interest rate on this Debenture
shall accrue at an interest rate equal to the lesser of 18% per annum or the
maximum rate permitted under applicable law."




Due to
the provisions mentioned above and as per the terms of the Debenture, the
Company has reclassified the principal amount of the Debenture of $8,000,000
(remaining balance: $4,864,000) and the principal amount of the new Debenture of
$945,000 and the interest accrued thereon to current liabilities.




The
Company accrued 2% as liquidated damages and 30% as mandatory default amount
from the date of ineffectiveness of registration statement as
follows:




($,000)
            
            March
      31, 2008 (Unaudited)Liquidated
      damages
            
            
            2%
            
            $
            450Mandatory
      default
            
            
            30%
            
            
            2,247Total
            
            
            
            
            $
            2,697




Such
amounts have been recorded as liquidated damages liability as of March 31,
2008.




Following
is the summary of convertible debenture as of March 31, 2008:




($,000)
            
            
            $8
      million convertible debenture
            
            
            $945,000
      convertible debenture
            
            
            Total
      (Unaudited)Balance
      December 31, 2007
            
            
            $
            4,864
            
            
            $
            945
            
            
            $
            5,809Principal
      payment:Redemption
      through shares
            
            
            
            
            
            
            
            
            
            
            
            N/ACash
      payment
            
            
            
            
            
            
            
            
            
            
            
            N/AAccrued
      interest
            
            
            
            88
            
            
            
            
            
            
            
            88Balance
      March 31, 2008
            
            
            $
            4,952
            
            
            $
            945
            
            
            $
            5,897




8.2
Five Million Convertible Note




On
February 7, 2007, PacificNet Games Limited (PactGame), a 51% owned subsidiary of
the Company, entered into a definitive $5 million convertible secured note
financing agreement with Pope Asset Management, LLC (Pope), an institutional
investor. Proceeds of the financing are to provide PactGame with additional
working capital to expand its gaming technology operations, to make further
synergistic acquisitions in China and for general corporate
purposes.




17




The $5
million convertible secured note issued to Pope matures on February 6, 2010.
Subject to reaching certain net income milestones during fiscal year 2007,
the note is convertible into an equity interest of PacGames ranging between 26%
and 32%. The interest rate of the convertible note has initially been set at 8%,
and shall increase to 15% if the note is not converted prior to maturity. The
Company’s accrued interest amounted to $461,000 for the three months ended March
31, 2008.




In
connection with the issuance of the note, PactGame incurred financing cost of
$369,000 which primarily consisted of investment banker fees, legal and other
professional fees. These costs have been capitalized and will be amortized over
three years, the life of the note. The Company amortized issuance costs of
$31,000 during the first quarter of FY 2008 (FY2007: $94,000), and the
unamortized financing cost related the $5 million convertible secured note was
$244,000.




Following
is the summary of convertible debenture:




($,000)
            
            
            March
      31, 2008 (Unaudited)Balance
      December 31,2007
            
            $
            5,224Accrued
      interest
            
            
            461Unamortized
      financing cost
            
            
            (244)Balance
      March 31,2008
            
            $
            5,441




9.
SEGMENT INFORMATION




SFAS No.
131 “DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION.”,
establishes standards for reporting information about operating segments and for
related disclosures about products, services and geographic areas. Operating
segments are identified as components of an enterprise about which separate
discrete financial information is available for evaluation by the chief
operating decision-maker, or decision-making group, in making decisions
regarding allocation of resources and assessing performance. PacificNet’s chief
decision-makers, as defined under SFAS 131, are the Chief Executive Officer and
Chairman. During 2008 and 2007, PacificNet had four operating
segments.




The
Company’s reportable segments are operating units, which represent the
operations of the Company’s significant business operations. Summarized
financial information concerning the Company’s reportable segments is shown in
the following table. The “Other” column includes the Company’s other
insignificant services and corporate related items, and, as it relates to
segment profit (loss), income and expense not allocated to reportable
segments.




18




For
      The Three Months Ended March 31, 2008
            Group
      1.
            Group
      2.
            Group
      3.
            Group
      4.
            TotalOutsourcing
              Services
            Telecom
      Value-Added Services
            Products
      (Telecom & Gaming)
            Other
              Business(In
      thousands of US Dollars, except percentages)
            ($)
            ($)
            ($)
            ($)
            ($)Revenues
            669
            268
            3,433
            55
            4,425(%
      of Total Revenues)
            15%
            6%
            78%
            1%
            100%Earnings
      / (Loss) from Operations
            (234)
            (6)
            (810)
            (532)
            (1,582)(%
      of Total Earnings)
            15%
            
            51%
            34%
            100%Total
      Assets
            1,487
            2,010
            13,924
            7,521
            24,942(%
      of Total Assets)
            6%
            8%
            56%
            30%
            100%Goodwill
            -
            461
            886
            -
            1,347Geographic
      Area
            HK,
      PRC
            PRC
            Macau,
      HK, PRC
            HK,
      PRC, USA




For
      The Three Months Ended March 31, 2007
            Group
      1.
            Group
      2.
            Group
      3.
            Group
      4.
            TotalOutsourcing
              Services
            Telecom
      Value-Added Services
            Products
      (Telecom & Gaming)
            Other
              Business(In
      thousands of US Dollars, except percentages)
            ($)
            ($)
            ($)
            ($)
            ($)Revenues
            599
            468
            4,702
            77
            5,846(%
      of Total Revenues)
            10%
            8%
            80%
            1%
            100%Earnings
      / (Loss) from Operations
            27
            1
            1,245
            (841)
            432(%
      of Total Earnings)
            6%
            
            289%
            (195)%
            100%Total
      Assets
            8,247
            9,610
            7,040
            11,661
            36,558(%
      of Total Assets)
            23%
            26%
            19%
            32%
            100%Goodwill
            15
            461
            1,833
            
            2,309Geographic
      Area
            HK,
      PRC
            PRC
            Macau,
      HK, PRC
            HK,
      PRC, USA




The
Company identifies and classifies its operating segments based on reporting
entities that exhibit similar long-term financial performance based on the
nature of the products and services with similar economic characteristics such
as margins, business practices and target market. The operating segments are
classified into four major segments which are summarized as
follows:




19




(1)
Outsourcing Services - involves human voice services such as Business Process
Outsourcing, CRM, call center, IT Outsourcing and software development services.
These types of services are conducted through our subsidiaries
Smartime/Soluteck.




(2)
Telecom Value-Added Services (VAS) - Our subsidiary, Guangzhou Wanrong
Information Technology Co., Ltd. ("Guangzhou Wanrong"), is one of the leading
value-added telecom service providers in China. Since its inception in 2003,
Guangzhou Wanrong has achieved strong growth in its VAS including SMS, WAP,
JAVA, MMS, IVR, multimedia entertainment download services, media interactive
products, mobile email services, life, sports, entertainment, and business
information services.




(3)
Product (Telecom & Gaming) Services Group - involves communication and
gaming products, GSM/CDMA/3G Products, Multimedia Communication Kiosks. This
Group includes the following subsidiaries: PacificNet Communications Limited,
iMobile, Take1 and PacificNet Games. PacificNet Games Limited (PactGame) is a
leading developer of Asian electronic gaming machines, multi-player electronic
gaming technology solutions and gaming related maintenance, IT, and distribution
services for the leading hotel and casino operators based in the Macau and other
Asian gaming markets. Take1 Technologies (Take 1), is in the business of
designing and manufacturing electronic multimedia entertainment kiosks, coin-op
kiosks and machines, Electronic Gaming Machines (EGM), bingo and slot machines,
AWP (Amusements With Prizes) games, server-based downloadable games systems, and
Video Lottery Terminals (VLT) such as Keno and Bingo machines, including
hardware, software, and cabinets.




(4) Other
Business -other administrative, financial and investment services and non-core
businesses.




Product
and service revenues classified by major geographic areas are as follows (in
thousands of US Dollars):




For
      the three months ended March 31, 2008
            Hong
      Kong, Macau
            PRC
            United
      States
            TotalProduct
      revenues
            608
            2,825
            
            3,433Service
      revenues
            21
            971
            
            992





For
      the three months ended March 31, 2007
            Hong
      Kong, Macau
            PRC
            United
      States
            TotalProduct
      revenues
            3,152
            1,550
            -
            4,702Service
      revenues
            71
            1,073
            -
            1,144




10.
RELATED PARTY TRANSACTIONS




LOAN DUE TO AND FROM RELATED
PARTIES




As of
March 31, 2008, there was a total loan receivable of approximately $2,352,000
while the loan due to related party was zero.




20




As at the
year ended December 31, 2007, there was a total loan receivable of approximately
$2,273,000 due from related parties while the loan due to related party was
zero.




As of
March 31, 2008 the related party loans receivable included $653,000 due from
PACT Power, $720,000 due from MOABC, $649,000 due from PACT Linkhead, $1,000 due
from PACT Clickcom, $150,000 due from PACT Solution, and $179,000 due from
shareholders and directors of certain of the Company’s subsidiaries in
connection with the acquisition of these subsidiaries. The loans receivable from
shareholders and directors of these subsidiaries are comprised of $115,000 due
from a shareholder of Victor Choi and $64,000 due from a director of
Soluteck.




As of
December 31, 2007 the related party loans receivable included $781,000 due from
PACT Power, $523,000 due from MOABC, $625,000 due from PACT Linkhead, $15,000
due form PACT AD, $150,000 due from PACT Solution, and $179,000 due from
shareholders and directors of certain of the Company’s subsidiaries in
connection with the acquisition of these subsidiaries. The loans receivable from
shareholders and directors of these subsidiaries are comprised of $115,000 due
from a shareholder of Victor Choi and $64,000 due from a director of
Soluteck.




The terms
of these related parties loan receivables and payables are summarized
below:




LOAN TO
POWER




PactPower
is an affiliated company, 15% owned by PacificNet, as of March 31, 2008. A
convertible loan of $653,000 is outstanding from PactPower. The maturity date of
loan was September 9, 2007. Within ninety (90) days overdue, an additional
interest charge of 5% per annum will be levied as a penalty. The loan is
received approximately $128,000 on January 2008




LOAN TO
MOABC




MOABC is
an affiliated company and is 15% owned by PacificNet as of March 31, 2008. A
convertible loan of $720,000 is outstanding from MOABC as of March 31, 2008. The
maturity date of loan is January 1, 2009. The loan is received approximately
$78,000 on January 2008.




LOAN TO
LINKHEAD




Linkhead
is an affiliated company, 15% owned by PacificNet, as of March 31, 2008. A
convertible loan of $649,000 is outstanding from Linkhead. The maturity date of
loan is January 1, 2008.




LOAN TO
CLICKCOM




Clickcom
is an affiliated company, 15% owned by PacificNet as of March 31, 2008. A
convertible loan of $1,000 is outstanding from Clickcom as at March 31,
2008.




LOAN TO PACIFICNET SOLUTION
LIMITED (PacSo-HK)




PacSo-HK
is an affiliated company, 15% owned by PacificNet, as of March 31, 2008. A
convertible loan of $150,000 is outstanding from PactSo-HK. The maturity date of
loan was January 6,2007. The loan is
currently due on demand, non-interest bearing and unsecured.




21




LOAN TO VICTOR CHOI
SHAREHOLDER




As of
March 31, 2008, there was a loan outstanding of $115,000 receivable from the
shareholder of Victor Choi. This loan is secured by 30,000 PacificNet shares.
The maturity date of loan was August 31, 2007. The loan is currently due on
demand and non-interest bearing.




LOAN TO SOLUTECK’S
DIRECTOR




As of
March 31, 2008, there was a loan outstanding of $64,000 receivable from a
director of Soluteck, due on January 17 for three consecutive years ending 2008.
The interest rate for the loan is 8% per annum plus 5% penalty interest in case
it has not been timely paid. The loan is collateralized with 100,000
PacificNet’s shares owned by the borrowing director and Ms Iris Lo, and the
remaining assets of Smartime Holding Ltd.




LOAN PAYABLE TO RELATED
PARTY




As of
March 31, 2008, and December 31, 2007, there was no outstanding loan payable to
related parties.




11.
COMMITMENTS AND CONTINGENCIES




OPERATING
LEASES - The Company leases warehouse and office space under operating leases
with fixed monthly rentals. None of the leases included contingent rentals.
Operating lease expense charged to operations for 2008 Q1 amounted to $118,000
(2007 Q1: $152,000). Future minimum lease payments under non-cancelable
operating leases are $196 for the period from April 2008 to March 2009 and $91
for the period from April 2009 to March 2012.




BANK LINE
OF CREDIT - As of March 31, 2008, Bank Line Of Credit amounted to $4,000 for
Smartime related to an overdraft banking facility with a Hong Kong banking
institution.




BANK
LOANS-Bank loans
represent the following at March 31, 2008(in thousands)




March
      31, 2008
              (Unaudited)
            
            
            December
      31, 2007
              (Audited)Unsecured
            
            
            1,847
            
            
            
            1,823Less:
      current portion
            
            
            85
            
            
            
            80Non
      current portion
            
            $
            1,762
            
            
            $
            1,743





Aggregate
future maturities of borrowing for the next five years are as follows (In
thousands of US Dollars):




(US$000s)
            April
      2008 to
              March
      2009
            April
      2009 to
              March
      2010
            April
      2010 to
              March
      2011
            April
      2011 to
              March
      2012
            April
      2012 to
              March
      2013
            Thereafter
            TOTALBeijing
      PACT office mortgage (1)
            59
            63
            66
            70
            74
            765
            1,097Shenzhen
      PACT office mortgage (2)
            25
            27
            29
            31
            32
            606
            750TOTAL
            85
            90
            95
            100
            106
            1,371
            1,847




(1)
              Fixed
      mortgages expiring in 2012 at interest rate of 5.5% per
    annum.(2)
              Fixed
      mortgage expiring in 2012 at interest rate of 6.2% per
    annum.




22


12.
NET ASSETS HELD FOR DISPOSITION




Sale
of Interest in Guangzhou 3G Information Technology Co., Ltd. ("Guangzhou
3G")




On April
30, 2007, through our wholly-owned subsidiary, PacificNet Strategic Investment
Holdings Limited (“PSI Holdings”), we entered into a stock purchase and sale
agreement with Heyspace International Limited to sell PSI Holdings’ 51% interest
in Guangzhou 3G's parent company, Pacific 3G Information & Technology Co.
Limited. The purchase price is $6,000,000 payable in installments over a six
month period or earlier if Heyspace completes its initial public offering prior
to October 31, 2007. Heyspace paid an initial purchase price of $1,000,000 and
the remaining balance to be paid by October 2007. Due to non payment of the
remaining balance by Heyspace as per the agreement, the Company on November 25,
2007 entered into a memorandum of understanding (“MOU”) with Heyspace. Pursuant
to the MOU, we agreed with Heyspace that for a period commencing on November 25,
2007 through March 31, 2008, we are free to seek new buyers to purchase PSI
Holdings’ share ownership in Guangzhou 3G at a consideration and term which at a
minimum will not cause any disposal loss to us.




PacificNet
and Heyspace entered into a Supplement Agreement for 3G’s deal on 20th March,
2008. According to this supplement agreement, PacificNet will apply $500,000
received as of December 31, 2007 against the 5% ownership interest and the
remaining $500,000 will be served as a collateral along with the transfer of the
share certificates of 46% shares to PacificNet from Heyspace. If Heyspace fails
to pay the remaining USD$5,000,000 on or before 31 March, 2009, PacificNet has
right to reclaim for the unpaid 46% shares of Pacific 3G Information &
Technology Co., Limited, and demand for an annual interest rate of
12%.




Sale
of Interest in PacificNet Epro Holdings Limited ("Epro")




On April
18, 2008, PacificNet, consummated the sale of the Company's subsidiary,
PacificNet Epro Holdings Limited, a company incorporated in the Hong Kong
Special Administrative Region of the PRC ("Epro"), which is primarily engaged in
the business of providing call center telecom and customer relationship
management services as well as other business outsourcing services in China.
Pursuant to the terms of the Sales and Purchase Agreement (the "Agreement")
entered into between the Company and Epro Group International Limited (the "Epro
Group International"), PacificNet sold its entire share ownership of 7,766,993
shares in Epro for HK$21 million. Upon execution of the Agreement, the Company
received a payment of HK$3 million. PacificNet shall receive the remaining
purchase price in installments over the next twenty-four months. Pursuant to the
terms of the Agreement, within sixty days of the closing, Epro shall repay
PacificNet HK$2 million for an interest bearing loan granted from PacificNet to
Epro. As at March 31, 2008, PacificNet Epro Holdings is classified under ‘Net
Assets Held for Disposal’ in the accompanying financial statements.




23




Information
relating to the operations of the subsidiaries up to the three month periods of
March 31, 2008 is as follows (in thousands of US Dollars):




(In
      US$ thousands)
            
            March
      31, 2008
              (Unaudited)
            
            
            December
      31, 2007
              (Audited)Income
      (loss) from discontinued operations
            
            $
            73
            
            
            $
            491Gain
      (loss) on disposal
            
            
            -Net
      assets held for disposition (remaining interest)
            
            $
            2,765
            
            
            $
            2,692




13.
INVESTMENTS IN AFFILIATED COMPANIES




Investments




Investments
that are recorded at cost are evaluated for any impairment that are not
temporary in nature and adjusted for the impairment.




Investments
in affiliated companies are consisted of the following as of March 31,
2008:




Under
Cost Method:




(USD’000)
            March
      31, 2008
              (Unaudited)
            
            December
      31, 2007
              (Audited)
            
            DESCRIPTIONGlad
      Smart
            $
            30
            
            $
            30
            
            15%
      ownership interestLinkhead
            $
            65
            
            $
            65
            
            15%
      ownership interestClickcom
            $
            25
            
            $
            25
            
            15%
      ownership interestTotal
            $
            120
            
            $
            120




Under
Equity Method:




Investments
accounted for under the equity method are carried at cost and adjusted for the
Company’s proportionate share of undistributed earnings and losses.




24




(USD
      ' 000s)
            March
      31, 2008
              (Unaudited)
            
            December
      31, 2007
              (Audited)
            
            DESCRIPTIONBell-Pact
      Shanghai JV
            $
            15
            
            $
            13
            
            40%
      ownership interest




14.
LEGAL PROCEEDINGS




1.
Johnson Controls Hong Kong Limited (JCHKL) vs. PacificNet Power
Limited




On
January 19, 2007, Johnson Controls Hong Kong Limited filed a civil claim against
PacificNet Power Limited (a 15% owned subsidiary of PacificNet) in the High
Court of the Hong Kong Special Administrative Region seeking HK$4,800,000 as
payment for services rendered to replace 3 sets of rain water-cooled chillers,
together with energy saving performance (the "Chiller System"), at the Fortress
Tower in Hong Kong.




In
connection with the claim, PacificNet Power reviewed a letter from its client,
China Weal Property Management Ltd., dated January 22, 2007 stating that the
construction work by JCHKL had not been completed as of the date of the letter,
and that certain violations itemized in a letter issued by the Hong Kong
Environment Protection Department (EPD) (Noise Abatement Notice No. N806030)
addressed to JCHKL with respect to acoustic problems with JCHKL’s equipment had
not been abated.




The board
of directors of PacificNet Power Limited has reviewed the case with its client,
China Weal Property Management Ltd., and our Hong Kong legal counsel and it is
the belief of the board that the project work undertaken JCHKL is defective in
numerous aspects.  As a result, the board believes that the
construction work has not been completed by JCHKL, and therefore, JCHKL is not
entitled to payment for its services.




On
February 13, 2007, the board instructed the Hong Kong legal counsel to issue a
Defense and Counterclaim to JCHKL to counter-claim that ( i) JCHKL's
construction work has not complied with the applicable rules and regulations of
various government authorities in Hong Kong; (ii) the Chiller System provided by
JCHKL was defective and merchantable unfit and JCHKL has failed and/or refused
to rectify such defective works; and (iii) JCHKL shall return the work deposit
in the amount of HK$1,500,000 to PacificNet Power Limited and shall compensate
and keep PacificNet Power Limited indemnified against all the loss and damages
suffered as a result of any claims from the China Weal Property Management
Ltd..




The case
is now in the discovery stage before proceeding to the stage of fixing a date
for trial in the High Court of Hong Kong and the board intends to vigorously
defend against the allegations. We are unable to predict the outcome of these
actions, or a reasonable estimate of the range of possible loss, if
any.




2. PacificNet Power Limited vs
Johnson Controls Hong Kong Limited (JCHKL)




On or
about December 2005, Johnson Controls Hong Kong Limited approached PacificNet
Power Limited (a 51% owned subsidiary of PacificNet) and made a representation
that they had submitted a tender to “The Incorpated Owners of Nan Fung Centre,
Tsuen Wan (“the Employer”) for the “construction and replacement works of
existing air-cooled chiller plant by new water-cooled chiller plant for Tsuen
Wan Nan Fung Centre and energy saving performance contract” (“the Contract”).
JCHKL invited and induced PacificNet Power Limited to act as the main contractor
for the Contract and it would then act as a sub-contractor.




25




PacificNet
Power also expressly made known to JCHKL that the said construction and
replacement works and the guaranteed energy saving should meet all the tender
requirements if PacificNet Power accepted the invitation to act as the main
contractor for the Contract, and PacificNet Power further said that if there
should be any quality defects with the system and/ or the construction work, the
Employer and/ or their prospective tenants would claim against JCHKL and JCHKL
should compensate.




PacificNet
Power however received some correspondences and complaints from the Employer
about the poor and/ or sub-standard works done by JCHKL. PacificNet Power, after
separate investigation, discovered the poor workmanship and sub-standard works
done by JCHKL. Accordingly, the Employer and/ or their representatives have
delayed the monthly installments payment to PacificNet Power.




On April
23, 2007, PacificNet Power instructed the Hong Kong lawyers to issue a letter to
the Defendant requesting and demanding them, being the sub-contractor of the
Construction and Replacement Works Contract, to take immediate rectification
action within seven days from the date of the said letter to (i) rectify and
complete all outstanding defective works of the Construction and Replacement
Works Contract; (ii) replace the water-cooled chiller plant and/or equipments
which are not conformed with the requirements of the tender documents previously
submitted by the Defendant to the Employer; and (iii) improve the poor
performance of energy saving of the new water-cooled chiller plant.




Despite
the said letter, JCHKL had failed and/ or refused to rectify and complete all
outstanding works and/ or replace the defective system. And therefore PacificNet
Power claims against JCHKL for: (i) refund HK$6,414,300.00, being the Contract
Price paid by PacificNet Power to JCHKL; (ii) costs and expenses incurred by
PacificNet Power to rectify all defective works of the Contract; (iii) all
damage and loss suffered by PacificNet Power, and further and other
relief.




On July
25, 2007, JCHKL issued a Defense and Counterclaim to PacificNet Power to argue
that: (i) they had carried out the works according to the Contract terms; (ii)
the works had been approved by PKL Consultants Limited, the consultant
representative of the Employer; and (iii) a sum of HK$30,000 is still due and
owing by PacificNet Power to JCHKL.




The case
is now in the discovery stage before proceeding to the stage of fixing a date
for trial in the High Court of Hong Kong. We are unable to predict the outcome
of these actions, or a reasonable estimate of the range of possible loss, if
any.




3.
PacificNet Inc. vs. HLB Hodgson Impey Cheng (HLB or Defendant), a firm of
Chartered Accountants and Certified Public Accountants in Hong Kong




On
September 20, 2007, PacificNet Inc. filed a claim against its former auditors
HLB Hodgson Impey Cheng (HLB), a firm of Chartered Accountants and Certified
Public Accountants, in the High Court of the Hong Kong Special Administrative
Region seeking refund of the professional fees, compensation of professional
fees and expenses for Company to engage and deploy new auditors to take over the
incomplete audit works from the Defendant and returning and/or providing all
relevant accounting records, vouchers, audit program and working papers retained
by the Defendant and losses and damages incurred.




26




The case
is now in the pleadings stage. We are unable to predict the outcome of these
actions, or a reasonable estimate of the range of possible loss, if
any.




4.
Iroquois Master Fund, Ltd. vs. Pacificnet Inc.




On or
about October 3, 2007 Iroquois Master Fund, Ltd. filed a complaint in the
Supreme Court of the State of New York against PacificNet Inc., claiming that
the Company is in default under the Amended and Restated Convertible Debenture
due March 2009 (the Amended Debenture”) in the principal amount of $3,000,000
and the Convertible Debenture due February 2009 (the New Debenture”) in the
principal amount of $420,000.




Iroquois
Master Fund, Ltd. is seeking damages of $3,253,163.80 in the aggregate, together
with any accrued but unpaid interest through the date of
judgment.  Iroquois Master Fund, Ltd. has also demanded reimbursement
of its attorney fees and other costs and expenses incurred together with costs
and disbursements of this action.




On or
about December 5, 2007, PacificNet filed its answer denies that PacificNet is in
default and assert an agreement that would enable it to bring the interest
payments up to date by the issuance of stock in the near future.




On March
27, 2008, three holders of PACT's Convertible Subordinated Debentures filed an
involuntary petition for Chapter 11 relief in federal bankruptcy court late
Saturday, March 22, 2008 in Wilmington, DE. The Company has retained counsel to
oppose the filing because the petition fails to meet the standard for invoking
an involuntary bankruptcy and fails to take into consideration other agreements
between the Company and the petitioning creditors. The Company intends to
vigorously oppose the petition and move for dismissal of the filing, and if
successful will seek damages and attorney fees. Subsequently, PACT also received
default notice from all but one of the debenture holderS including Iroquois
Master Fund Ltd., Alpha Capital AG, Whalehaven Capital Fund Limited, DKR
Soundshore Oasis Holding Fund Ltd., Basso Fund Ltd., Basso Multi-Strategy
Holding Fund Ltd., and Basso Private Opportunities Holding Fund Ltd. from the
same Convertible Subordinated Debentures related to the private offering of
$8,000,000 principal amount variable debentures consummated on March 13, 2006,
and due March 2009.




PACT has
retained counsel to oppose the above petition. The amount of the debt in
question is as follows: Iroquois Master Fund Ltd. $2.5 million, Whalehaven
Capital Fund Limited $958,000, Alpha Capital AG $685,000 DKR Soundshore Oasis
Holding Fund Ltd $960,000, and Basso Fund Ltd., Basso Multi- Strategy Holding
Fund Ltd., and Basso Private Opportunities Holding Fund Ltd., a combined amount
of $500,000.




15.
CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS




27




The
Company's operations are carried out in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC, by the general state of
the PRC's economy. The Company's business may be influenced by changes in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things.




16. SUBSEQUENT
EVENTS




1) STATUS OF ACQUISITION OF
OCTAVIAN INTERNATIONAL LIMITED ("OCTAVIAN")




On
January 22 2008, PacificNet Inc. (NASDAQ:PACT) (the “Company” or “PacificNet”),
announced the acquisition of Octavian International Limited (“Octavian”), a
worldwide supplier of gaming technology, solutions and
systems.   The Company had previously reported on a Form 8-K
filed with the Securities and Exchange Commission on December 13, 2007, the
execution of definitive agreements, including that certain Agreement among,
PacificNet Games International Corporation, Octavian, Emperor Holdings Limited,
Ziria Enterprises Limited and the Company on December 7, 2007, for the
acquisition of 100% of Octavian (the “Agreement”).  PacificNet,
through its wholly-owned subsidiary, Pacificnet Games International Corporation,
signed an agreement to acquire from Ziria Enterprises Limited, a company
incorporated in Cyprus (the “Seller”), 100% of the issued and outstanding shares
(the “Shares”) of Emperor Holdings Limited, a company incorporated in Cyprus
(the “Holding Company”), which is the parent company of Octavian.




Up to
April 14, 2008, Ziria Enterprises Limited did not deliver to PacificNet the
share certificates of Emperor Holdings Limited, the legal owner of Octavian
International Limited.  As a result of Ziria’s failure to deliver the
share certificates, which was a condition to closing the acquisition of
Octavian, on May 21, 2008, the Company, Ziria, PacificNet Games International
Corporation, Octavian and Emperor Holdings Limited terminated the agreement to
acquire Octavian.  Under the acquisition agreement, if the transaction
had been consummated, PacificNet was obligated to issue, in the aggregate,
2,330,000 restricted shares of PACT representing approximately 19.5% of
PacificNet's outstanding shares and cash of up to $18,900,000, which would have
been paid upon the completion of certain net profit performance
targets.





All
parties involved have agreed not to complete the merger but will remain
distribution partners of complimentary products in each others respective
markets.





As a
result of the failure of the Octavian acquisition to be consummated and the
termination of the acquisition agreement, on May 21, 2008, Mr. Harmen
Brenninkmeijer, Chief Executive Officer of Octavian, resigned as a member of the
Board of Directors of PacificNet.  It was a condition to the closing
of the acquisition of Octavian that Mr. Brenninkmeijer was appointed to the
Board of Directors.  There was no disagreement between Mr.
Brenninkmeijer and PacificNet on any matter relating to  PacificNet’s
operations, policies or practices.





As at
December 31, 2007 the 2,330,000 shares were issued and recorded as deposit total
amounted to approx. $10,974,000. These shares were received from Octavian as at
March 31, 2008 and included under treasury stock.




28




2) SALE OF INTEREST IN EPRO.
("EPRO")




On April
18, 2008, PacificNet, consummated the sale of the Company's subsidiary,
PacificNet Epro Holdings Limited, a company incorporated in the Hong Kong
Special Administrative Region of the PRC ("Epro"), which is primarily engaged in
the business of providing call center telecom and customer relationship
management services as well as other business outsourcing services in China.
Pursuant to the terms of the Sales and Purchase Agreement (the "Agreement")
entered into between the Company and Epro Group International Limited (the "Epro
Group International"), PacificNet sold its entire share ownership of 7,766,993
shares in Epro for HK$21 million.




Upon
execution of the Agreement, the Company received a payment of HK$3 million.
PacificNet shall receive the remaining purchase price in installments over the
next twenty-four months.




Pursuant
to the terms of the Agreement, within sixty days of the closing, Epro shall
repay PacificNet HK$2 million for an interest bearing loan granted from
PacificNet to Epro.




3) SALE OF GUANGZHOU
3G




PacificNet
and Heyspace entered into a Supplement Agreement for 3G’s deal on 20th March,
2008. According to this supplement agreement, PacificNet will apply $500,000
received as of December 31, 2007 against the 5% ownership interest and the
remaining $500,000 will be served as a collateral along with the transfer of the
share certificates of 46% shares to PacificNet from Heyspace. If Heyspace fails
to pay the remaining USD$5,000,000 on or before 31 March, 2009, PacificNet has
right to reclaim for the unpaid 46% shares of Pacific 3G Information &
Technology Co., Limited, and demand for an annual interest rate of 12% (See note
14 for details). As at December 31, 2007, Company has made a provision of $3.5
million against receivable from Heyspace and the net amount is included under
other receivables in the accompanied financial statements as at March 31,
2008.




ITEM
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION




THE
FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE INFORMATION
CONTAINED IN THE FINANCIAL STATEMENTS OF THE COMPANY AND THE NOTES THERETO
APPEARING ELSEWHERE HEREIN AND IN CONJUNCTION WITH THE MANAGEMENT'S DISCUSSION
AND ANALYSIS SET FORTH IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 2007, AS AMENDED.




PRELIMINARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS




The
statements contained in this Form 10-Q that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These include statements about the Company's expectations, beliefs,
intentions or strategies for the future, which are indicated by words or phrases
such as "anticipate," "expect," "intend," "plan," "will," "the Company
believes," "management believes" and similar words or phrases. The
forward-looking statements are based on the Company's current expectations and
are subject to certain risks, uncertainties and assumptions, including those set
forth in the discussion under "Description of Business," including the "Risk
Factors" described in that section, and "Management's Discussion and Analysis or
Plan of Operation." The Company's actual results could differ materially from
results anticipated in these forward-looking statements. All forward-looking
statements included in this document are based on information available to the
Company on the date hereof, and the Company assumes no obligation to update any
such forward-looking statements.




29




FACTORS
THAT COULD AFFECT FUTURE RESULTS




Factors
that might cause actual results, performance or achievements to differ
materially from those projected or implied in such forward-looking statements
include, among other things:




•           The
impact of competitive products


•           Changes
in laws and regulations


•           Limitations
on future financing


•           Increases
in the cost of borrowings and unavailability of debt or equity
capital


•           The
inability of the Company to gain and/or hold market share


•           Exposure
to and expense of resolving and defending litigation


•           Consumer
acceptance of the Company's products


•           Managing
and maintaining growth


•           Customer
demands


•           Market
and industry conditions


•           The
success of product development and new product introductions into the
marketplace


•           The
departure of key members of management


•           The
effect of the United States War on Terrorism, as well as other risks and
uncertainties that are described from time to time in the Company's filings with
the Securities and Exchange Commission




CRITICAL ACCOUNTING POLICIES AND ESTIMATES




Our
discussion and analysis or plan of operations is based upon our consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities.




On an
on-going basis, we evaluate our estimates, including those related to accounts
receivable reserves, provisions for impairment losses of affiliated companies
and other intangible assets, income taxes and contingencies. We base our
estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.




Management
believes the following critical accounting policies reflect our more significant
estimates and assumptions used in the preparation of our consolidated financial
statements:




Allowance
for Doubtful Accounts




30




We
evaluate the collect-ability of our trade receivables based on a combination of
factors. We regularly analyze our significant customer accounts, and, when we
become aware of a specific customer's inability to meet its financial
obligations to us, such as in the case of bankruptcy filings or deterioration in
the customer's operating results or financial position, we record a specific
reserve for bad debt to reduce the related receivable to the amount we
reasonably believe is collectible. We also record reserves for bad debt for all
other customers based on a variety of factors including the length of time the
receivables are past due, the financial health of the customer, macroeconomic
considerations and historical experience. If circumstances related to specific
customers change, our estimates of the recoverability of receivables could be
further adjusted. In the event that our trade receivables become uncollectible,
we would be forced to record additional adjustments to receivables to reflect
the amounts at net realizable value. The accounting effect of this entry would
be a charge to earnings, thereby reducing our net earnings. Although we consider
the likelihood of this occurrence to be remote based on past history and the
current status of our accounts, there is a possibility of this
occurrence.




In the
beginning of the third quarter of 2006, the Chinese government announced that it
would implement several new policies regarding mobile phone value-added service
providers effective from July 10, 2006. These policies include a “double
confirmation” policy and the requirement that value-added service providers
provide one-month trial subscriptions. By requiring that mobile phone customers
“double-confirm” their intention to purchase services, and by requiring free
subscriptions, these policies have negatively affected value-added service
providers.




Inventory




Our
inventory purchases and commitments are made in order to build inventory to meet
forecasted demand for our products. We perform a detailed assessment of
inventory for each period, which includes a review of, among other factors,
demand requirements, product life cycle and development plans, component cost
trends, product pricing and quality issues. Based on this analysis, we record
adjustments to inventory for excess, obsolescence or impairment, when
appropriate, to reflect inventory at net realizable value. Revisions to our
inventory adjustments may be required if actual demand, component costs or
product life cycles differ from our estimates. In the event we were unable to
sell our products, the demand for our products diminished, and/or other
competitors offered similar or better products, we would be forced to record an
adjustment to inventory for impairment or obsolescence to reflect inventory at
net realizable value. The accounting effect of this entry would be a charge to
earnings, thereby reducing our net earnings.




Income
Taxes




We record
a valuation allowance to reduce our deferred tax assets to the amount that is
more likely than not to be realized. We have considered future market growth,
forecasted earnings, future taxable income, and the mix of earnings in the
jurisdictions in which we operate and prudent and feasible tax planning
strategies in determining the need for a valuation allowance. We currently have
recorded a full valuation allowance against net deferred tax assets as we
currently believe it is more likely than not that the deferred tax assets will
not be realized. In the event we determine that we would not be able to realize
all or part of our net deferred tax assets in the future, an adjustment to the
deferred tax assets would be charged to earnings in the period such
determination is made. Likewise, if we later determine that it is more likely
than not that the net deferred tax assets would be realized, the previously
provided valuation allowance would be reversed




31




Contingencies




We may be
subject to certain asserted and unasserted claims encountered in the normal
course of business. It is our belief that the resolution of these matters will
not have a material adverse effect on our financial position or results of
operations, however, we cannot provide assurance that damages that result in a
material adverse effect on our financial position or results of operations will
not be imposed in these matters. We account for contingent liabilities when it
is probable that future expenditures will be made and such expenditures can be
reasonably estimated.




Valuation of Long-Lived Assets
Including Goodwill and Purchased Intangible Assets




We review
property, plant and equipment, goodwill and purchased intangible assets for
impairment whenever events or changes in circumstances indicate the carrying
value of an asset may not be recoverable. Our asset impairment review assesses
the fair value of the assets based on the future cash flows the assets are
expected to generate. An impairment loss is recognized when estimated
undiscounted future cash flows expected to result from the use of the asset plus
net proceeds expected from disposition of the asset (if any) are less than the
carrying value of the asset. This approach uses our estimates of future market
growth, forecasted revenue and costs, expected periods the assets will be
utilized and appropriate discount rates. Such evaluations of impairment of
long-lived assets including goodwill arising on a business combination and
purchased intangible assets are an integral part of, but not limited to, our
strategic reviews of our business and operations performed in conjunction with
restructuring actions. When impairment is identified, the carrying amount of the
asset is reduced to its estimated fair value. Deterioration of our business in a
geographic region or within a business segment in the future could also lead to
impairment adjustments as such issues are identified. The accounting effect of
an impairment loss would be a charge to earnings, thereby reducing our net
earnings.




Convertible
debt




In
accordance with recent FASB accounting guidance, due to certain factors,
including a liquidated damages provision in the registration rights agreement
and an indeterminate amount of shares to be issued upon conversion of the
debentures, the Company values and accounts for the embedded conversion feature
related to the Debentures, the Investors’ warrants, and the registration rights
as derivative liabilities. Accordingly, these derivative liabilities are
measured at fair value with changes in fair value reported in earnings as long
as they remain classified as liabilities. The Company reassesses the
classification at each balance sheet date. If the classification required under
EITF No. 00-19 changes as a result of events during the period, the contract
should be reclassified as of the date of the event that caused the
reclassification.




The fair
value of these derivative instruments, as determined by applying the
Black-Scholes valuation model, is adjusted quarterly. The Black-Scholes
valuation model requires the input of highly subjective assumptions, including
the expected stock price volatility. Additionally, although the Black-Scholes
model meets the requirements of SFAS 133, the fair values generated by the model
may not be indicative of the actual fair values as our derivative instruments
have characteristics significantly different from traded options. Accordingly,
the results obtained could be significantly different if other assumptions were
used. The effect of this entry would be a charge to net earnings, thereby either
increasing or reducing our net earnings based upon the assumptions used and the
results obtained.




32




NATURE
OF THE OPERATIONS OF THE COMPANY




NATURE
OF BUSINESS




PacificNet
Inc. (referred to herein as “PacificNet” or the “Company”) was originally
incorporated in the State of Delaware on April 8, 1987. PacificNet (PACT) is a
leading provider of gaming and mobile game technology worldwide with a focus on
emerging markets in Asia. PacificNet's gaming products are localized to their
specific markets creating an enhanced user experience for players and larger
profits for operators. PacificNet's gaming clients include the leading hotels,
casinos, and gaming operators in Macau, Europe and elsewhere around the world.
PacificNet also maintains legacy subsidiaries in the call center and ecommerce
business in China. PacificNet employs about 500 staff in its various
subsidiaries with offices in the US, Hong Kong, Macau, China. Through our
subsidiaries we provide outsourcing services, value-added telecom services (VAS)
and products (telecom and gaming) services. Our business process outsourcing
(BPO) services include call centers, providing customer relationship management
(CRM), and telemarketing services, and our information technology outsourcing
(ITO) includes software programming and development. Our products (telecom and
gaming) include gaming technology and communication products distribution. The
Company’s operations are primarily targeted in Greater China and certain Asian
country markets.





PacificNet's
Gaming Products:




We offer
the following gaming technology products for sale:




Electronic
gaming machines (EGM). Our line of electronic gaming machines combine localized
Chinese and Asian themes and content, advanced graphics, digital sound effects
and music, and secondary bonus games.


•           Multi-player
Electronic Table Games, ,eTable Series of Multiplayer Gaming
Machines


•           Multi-player
Electronic Baccarat Machines


•           Multi-player
Electronic Sicbo Machines


•           Multi-player
Electronic Roulette Machines


•           Multi-player
Electronic Fish-Prawn-Crab Machines


•           Slot
Machines


•           Electronic
Bingo Machines


•           Video
Lottery Terminals (VLTs)


•           Server-Based
Gaming Machines (SBG)


•           Amusement
With Prices (AWP) Machines


•           Online
Gaming Software Development


•           Client-Server
Gaming Systems


•           CMM
Level 3 Certified Gaming Software Development Center in China


•           Cabinet
Design and Sales, Parts Sales, OEM Games. We design and sell gaming machine
cabinets, replacement parts.




33




PacificNet’s
Major Operating Subsidiaries




PacificNet
Games Limited (“PactGame”, www.PactGame.com) is a leading provider of Asian
multi-player electronic gaming machines, gaming technology solutions, gaming
related maintenance, IT and distribution services for the leading hotel, casino
and slot hall operators based in Macau, China and other Asian gaming
markets.




Take1
Technologies (http://www.take1technologies.com), is in the business of designing
and manufacturing electronic multimedia entertainment kiosks, coin-op kiosks and
machines, Electronic Gaming Machines (EGM), bingo and slot machines, Amusements
With Prizes(AWP) games, server-based downloadable games systems, and Video
Lottery Terminals (VLT) such as Keno and Bingo machines, including hardware,
software, client-server systems and cabinets. Take1 is a leading designer,
developer and manufacturer of multimedia entertainment and communication kiosk
products including photo and video entertainment kiosks, digital camera photo
development stations, Multimedia Messaging Services (MMS) and mobile content
download stations for mobile phones, and other coin-operated peripherals and
consumables. Take1 Technologies is based in Hong Kong and markets and
distributes its products around the world including the USA, Canada, Mexico,
Europe, China, and Southeast Asia.




PacificNet
Communications Limited (referred to herein as "PactCom"), incorporated in Hong
Kong, is a wholly owned subsidiary of PacificNet that specializes in the sales
and distribution of mobile communication products, accessories, phone cards and
mobile SIM cards, and telecom related services in Hong Kong and Greater
China.




PacificNet
iMobile (Beijing) Technology Co., Ltd ("iMobile") is the leading internet
e-commerce distributor of mobile products in China. It provides Internet, email,
customer service centers, pre and post-sale services, logistics and Cash On
Delivery (COD) services to mobile consumers in China. iMobile's 18900.com
e-commerce operations combine online internet services with its offline customer
services network comprised of a nationwide chain of logistics and customer
service centers covering 21 provinces and 40 major cities in China including
Beijing, Shanghai, Chongqing, Tianjin, Chengdu, Dalian, Qingdao, Guangzhou,
Shenzhen, Zhuhai, Dongguan, Hangzhou, Suzhou, Ningbo, Wenzhou, Nanjing, Wuhan,
Xian, Harbin, Qiqihaer, Hunan and Changsha. iMobile has developed into the
largest online mobile phone sales company in China and has partnered with Sina,
Netease, China.com, joyo.com, and 263.net on e-commerce cooperation. iMobile's
18900.com operation is the designated Internet distributor for Motorola, Nokia,
and NEC's mobile products in China.




PACT
Gaming Technology




1. Participation games:Company-owned gaming machines that we lease to casino operators based
upon any of the following payment methods: (1) a percentage of the net win of
the gaming machines, (2) fixed daily fees, or (3) in the case of wide-area
progressive gaming machines, a percentage of the amount wagered or a combination
of a fixed daily fee and a percentage of the amount wagered.




2. Wide Area Game Network, Community
Gaming: Electronically linked gaming machines that are located across
multiple casinos within a gaming jurisdiction contribute to and compete for
large, system-wide progressive jackpots. They are designed to increase gaming
machine play for participating casinos by giving the players the opportunity to
win a larger jackpot than on a stand-alone gaming machine.




34




3. Local Area Progressive Jackpots
(LAP) participation games:Electronically linked gaming machines that are
located within a single casino to a progressive jackpot for that specific
casino.




4. Lottery Products, Video Lottery
Terminals, Mobile Lottery Terminals, Online Paperless Lottery Sales
Systems: Video gaming machines featured with localized Chinese and Asian
themes and contents, advanced graphics, digital sound effects and music and
incorporate many of the same features as our other gaming machines.




5. Server-based Gaming: A
gaming system in which game content and peripherals are configured, maintained
and refreshed over a network that links groups of gaming machines to a remote
server that also enables custom configuration by operators and central
determination of game outcomes.




Gaming
Market Overview on Macau, China




According
to Macau government statistics, casinos in Macau raked in more than US$10.3
billion (euro7.11 billion) in gaming revenue in 2007, an increase of 46 percent
over the previous year as Las Vegas operators rushed to open luxury resorts
targeting China's newly wealthy. Macau, the only place in China where casino
gambling is legal, overtook the Las Vegas Strip as the world's top gambling
center in 2006. During 2006, the 24 casinos in Macau rang up US$6.95 billion in
gaming revenue, while the Strip made US$6.69 billion, regulators in the cities
said.  Macau, a former Portuguese territory and now a special
administration region of China, added four new casinos in 2006 and is now
rivaling the entire U.S. state of Nevada in gaming revenue, according to figures
posted on the Web site of Macau's Gaming Inspection and Coordination Bureau.
Nevada reported gaming revenues of US$12.7 billion (euro8.77 billion) for the
year to Nov. 30, 2007, according to the state's Gaming Control Board. Openings
in Macau last year included the massive US$2.4 billion (euro1.66 billion)
Venetian Macao resort, operated by billionaire Sheldon Adelson's Las Vegas Sands
Corp., and the MGM Grand, a joint venture between MGM Mirage and Pansy Ho, a
daughter of Dr. Stanley Ho who is the major owner of SJM, the leading casino
group in Macau.





In 2008,
PacificNet and its gaming subsidiaries will focus on emerging gaming markets
worldwide including Asia, South America and Europe. Specific markets will
include the UK, Russia, Ukraine, Italy, Germany, Argentina, Colombia, India,
Australia, Cambodia, the Philippines and most notably, Macau, China. PacificNet
has chosen to focus on emerging markets due to their projected growth and low
barrier to entry. PacificNet Games (www.PactGame.com), a subsidiary
PacificNet, is a leading supplier of electronic gaming machines in Macau.
PactGame's multi-player gaming machines are widely accepted in some of the most
popular casinos in Macau, including SJM, as well as in the
Philippines.




RESULTS
OF OPERATIONS




REVENUES




35




Revenues for the three months ended March 31, 2008
amounted to $4,425,000, a quarter-over-quarter decline of 25% as compared to
$5,846 for the same quarter of the prior year. The quarter-over-quarter decrease
in revenues was mainly due to the disposal of major legacy CRM and call center
unit. Segmented financial information of the three business operating groups is
set out below followed by a brief discussion of each business
group.




THREE AND
NINE MONTHS ENDED MARCH 31, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31,
2007




For
      The Three Months Ended March 31, 2008
            Group
      1
            Group
      2.
            Group
      3
            Group
      4Outsourcing
      Services
            Telecom
      Value-Added Services
            Products
      (Telecom & Gaming)
            Other
      Business
            Total(In
      thousands of US Dollars)
            ($)
            ($)
            ($)
            ($)
            ($)Revenues
            670
            268
            3,433
            54
            4,425Earnings
      / (Loss) from Operations
            (233)
            (6)
            (811)
            (532)
            (1,582)





For
      The Three Months Ended March 31, 2007
            Group
      1
            Group
      2.
            Group
      3
            Group
      4Outsourcing
      Services
            Telecom
      Value-Added Services
            Products
      (Telecom & Gaming)
            Other
      Business
            Total(In
      thousands of US Dollars)
            ($)
            ($)
            ($)
            ($)
            ($)Revenues
            599
            469
            4,702
            76
            5,846Earnings
      / (Loss) from Operations
            27
            1
            1,245
            (841)
            432




(1)
            Outsourcing
      Services:




The
quarter-over-quarter increase of 12% in outsourcing services for the three
months ended March 31, 2008 was primarily due to the sales of our larger telecom
CRM units. Outsourcing services revenues made up of 16 % of the Company’s total
revenues for the first quarter of FY2008 and was mainly derived from the
software development, R&D, and project management services.




(2)
            Telecom Value-added
      Services (VAS):




Revenues
for the three months ended March 31, 2008 were $268,000, a quarter-over-quarter
decrease of 43% as compared to $469,000 for the same quarter last year. The
decrease was mainly due to disposal of major legacy companies.




(3)
            Products (Telecom
      & Gaming):




36




Revenues
for the three months ended March 31, 2008 were $3,433,000,a quarter-over-quarter
decrease of 27% as compared to $4,702,000 for the first quarter of FY2007.
Decrease in Products revenues, which accounted for 78% of the Company's total
revenues for the first quarter of FY2008, is largely due to contraction of the
Company’s mobile phone wholesaling businesses in Greater China.




As
planned, the company continues to scale down its low-margin mobile phone
wholesaling business and distribution business in Greater China. Revenues from
sales of mobile phone for the three months ended March 31, 2008, amounted to
$2,915,000, ,as compared to $2,968,000 for the same periods last
year.




COST
OF REVENUES




Cost of
revenues for the three months ended March 31, 2008 were $3,500,000, representing
a quarter-over-quarter decrease of 15% as compared to $4,106,000 for the same
periods last year. Cost of revenues as a percentage of the corresponding
revenues was approximately 79% for the first quarter of FY2008 as compared to
71% for the same period of the prior year.




(1)  Outsourcing
services:




Cost of
revenues from outsourcing services for the three months ended March 31, 2008
amounted to $512,000, a quarter-over-quarter increase of 27% as compared with
$402,000 for the same quarter last year.  Increase in cost of revenues
was largely due to headcount increase at service staff level.




(2)  Telecom
Value-added Services (VAS):




Cost of
revenues from VAS for the three months ended March 31, 2008 was $122,000, a
quarter-over-quarter decrease of 67 % as compared with the same periods last
year.




(3)  Products (Telecom
& Gaming):




Cost of
revenues derived from Products for the three months ended March 31, 2008
amounted to $2,833,000, a reduction of 16% as compared with the same periods
last year. Approximately 70% of the cost of revenues related to Products for the
first quarter of FY2008 was derived from the sales of mobile phones, and 9% was
derived from the sales of electronic gaming machines.




GROSS
PROFIT




Gross
profit for the three months ended March 31, 2008 was $925,000, a
quarter-over-quarter decrease of 47% as compared to $1,740,000 for the same
periods of the prior year. The quarter-over-quarter decrease of 30% in Gross
margin for the three months ended March 31, 2008 (2007Q1: 30%).




SELLING,
GENERAL AND ADMINISTRATIVE EXPENSES




Selling,
general and administrative expenses (SG&A) totaled $2,286,000 for the three
months ended March 31, 2008, an increase of 98% as compared to $1,152,000 for
the same periods of the prior year. SG&A as a percentage of revenues,
however, recorded only a quarter-over-quarter increase from 20% to 52%. The
increased SG&A was mainly due to the provisions for bad debts of $316,000.
SG&A consist primarily of indirect staff salaries, office rental, insurance,
advertising expenditure and traveling cost.




37




Three
      months ended March 31
            
            Percentage
      ChangeSELLING,
      GENERAL AND ADMINISTRATIVE EXPENSES
            2008
            2007(in
      thousands, except percentages)
            ($)
            ($)
            
            (%)Remuneration
      and related expenses
            
            881
            
            812
            
            
            9Office
      (majority is rental and utilities)
            
            224
            
            169
            
            
            32Travel
            
            117
            
            84
            
            
            38Entertainment
            
            57
            
            26
            
            
            115Professional
      (legal and consultant)
            
            365
            
            284
            
            
            29Audit
            
            81
            
            13
            
            
            501Selling
            
            276
            
            111
            
            
            149Recovery
      of provisions for doubtful accounts from subsequent
      collections
            
            316
            
            (387
            )
            
            (182
            )Other
            
            (31
            )
            38
            
            
            (181
            )Total
            
            2,286
            
            1,152
            
            
            98




INCOME
(LOSS) FROM OPERATIONS




On a
quarter-over-quarter basis, Loss from operations amounted to $1,582,000 for the
three months ended March 31, 2008, as compared to Income from operations of
$432,000 for the same periods of prior year. The incurred operating loss was
mainly due to the increased SG&A expenses of $1,134,000 during the first
quarter of FY 2008.




INCOME
TAXES




There
were no income tax provisions for the three months ended March 31, 2008 (2007Q1:
$68,000). The provision of income taxes depends on the tax rate and tax
exemption. Pursuant to the PRC Income Tax Laws, the Company’s subsidiaries and
VIEs are generally subject to Enterprise Income Taxes (“EIT”) at a statutory
rate of 33%, which comprises 30% national income tax and 3% local income tax.
Certain subsidiaries and VIEs are qualified for preferred high technology or
software enterprise tax status, and they are subject to preferential tax rate of
15% under PRC Income Tax Rules.




MINORITY
INTERESTS




Minority
interests for the three months ended March 31, 2008 totaled $571,000 as compared
to $388,000 for the same period of the prior year, representing minority
ownership interests in subsidiaries  in the Company’s consolidated
financial statement.




NET
INCOME (LOSS)




38




On a
quarter-over-quarter basis, Net Loss amounted to $1,150,000 for the three months
ended March 31, 2008, as compared to $308,000 for the same quarter of the prior
year. The incurred quarterly Net Loss was mainly due to the write-offs in the
area of our telecom assets (legacy business). .




CASH




Net cash
and cash equivalents at March 31, 2008 were approximately $2.23 million, a
decrease of approximately $3.75 million as compared to December 31, 2007.
This was primarily due to the cash flow-out in the purchase of Intellectual
Property (IP) assets amount to $419,000, the purchase of Slot Machines amount to
$353,000.




CONTRACTUAL
OBLIGATIONS




CONTRACTUAL
OBLIGATIONS




Cash
resources required to satisfy short and long term Contractual obligations as of
March 31, 2008 are tabulated below:




Payments
Due by Period




Contractual
      Obligations (in thousands)
            
            Total
            
            
            Less
      than 1 year
            
            
            1-5
      years
            
            
            After
      5 yearsLine
      of credit
            
            $
            4
            
            
            
            4Bank
      Loans
            
            
            1,847
            
            
            
            85
            
            
            
            391
            
            
            
            1,371Operating
      leases
            
            
            287
            
            
            
            196
            
            
            
            91Capital
      leases
            
            
            N/ATotal
      cash contractual obligations
            
            $
            2,138
            
            
            
            285
            
            
            
            482
            
            
            
            1,371




OFF-BALANCE SHEET
ARRANGEMENTS




There
were no off-balance sheet guarantees, interest rate swap transactions, foreign
currency forward contracts or long term purchase commitments outstanding as of
March 31, 2008. Further, the Company had not engaged in any non-exchange trading
activities during the first quarter of 2008.




INFLATION





Inflation
has not had a material impact on the Company's business in recent
years.





CURRENCY
EXCHANGE FLUCTUATIONS





All of the Company's revenues are
denominated either in U.S. dollars or Hong Kong dollars, while its expenses are
denominated primarily in Hong Kong dollars and Renminbi ("RMB"), the currency of
the People's Republic of China. The value of the RMB-to-U.S. dollar or Hong Kong
dollar-to-United States dollar and other currencies may fluctuate and is
affected by, among other things, changes in political and economic conditions.
Since 1994, the conversion of Renminbi into foreign currencies, including U.S.
dollars, has been based on rates set by the People's Bank of China, which are
set daily based on the previous day's interbank foreign exchange market rates
and current exchange rates on the world financial markets. Since 1994, the
official exchange rate generally has been stable. Recently there has been
increased political pressure on the Chinese government to decouple the RMB from
the United States dollar. Although a devaluation of the Hong Kong dollar or RMB
relative to the United States dollar would likely reduce the Company's expenses
(as expressed in United States dollars), any material increase in the value of
the Hong Kong dollar or RMB relative to the United States dollar would increase
the Company's expenses, and could have a material adverse effect on the
Company's business, financial condition and results of operations. The Company
has never engaged in currency hedging operations and has no present intention to
do so.




39




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




We are
exposed to various market risks arising from adverse changes in market rates and
prices, such as foreign exchange fluctuations and interest rates, which could
impact our results of operations and financial position. We do not currently
engage in any hedging or other market risk management tools, and we do not enter
into derivatives or other financial instruments for trading or speculative
purposes.




Foreign
Currency Exchange Rate Risk




Fluctuations
in the rate of exchange between the U.S. dollar and foreign currencies,
primarily the Hong Dollar and the Chinese Renminbi, could adversely affect our
financial results. During the quarter ended September 30, 2006, approximately
all of our sales are denominated in foreign currencies. We expect that foreign
currencies will continue to represent a similarly significant percentage of our
sales in the future. Selling, marketing and administrative costs related to
these sales are largely denominated in the same respective currency, thereby
mitigating our transaction risk exposure. We therefore believe that the risk of
a significant impact on our operating income from foreign currency fluctuations
is not substantial. However, for sales not denominated in U.S. dollars, if there
is an increase in the rate at which a foreign currency is exchanged for U.S.
dollars, it will require more of the foreign currency to equal a specified
amount of U.S. dollars than before the rate increase. In such cases and if we
price our products in the foreign currency, we will receive less in U.S. dollars
than we did before the rate increase went into effect. If we price our products
in U.S. dollars and competitors price their products in local currency, an
increase in the relative strength of the U.S. dollar could result in our price
not being competitive in a market where business is transacted in the local
currency. All of our sales denominated in foreign currencies are denominated in
the Hong Dollar and the Chinese Renminbi. Our principal exchange rate risk
therefore exists between the U.S. dollar and these two currencies. Fluctuations
from the beginning to the end of any given reporting period result in the
re-measurement of our foreign currency-denominated receivables and payables,
generating currency transaction gains or losses that impact our non-operating
income/expense levels in the respective period and are reported in other
(income) expense, net in our combined consolidated financial statements. We do
not currently hedge our exposure to foreign currency exchange rate fluctuations.
We may, however, hedge such exposure to foreign currency exchange rate
fluctuations in the future.




40




All of
our sales denominated in foreign currencies are denominated in the Hong Dollar
and the Chinese Renminbi. Our principal exchange rate risk therefore exists
between the U.S. dollar and these two currencies. Fluctuations from the
beginning to the end of any given reporting period result in the re-measurement
of our foreign currency-denominated receivables and payables, generating
currency transaction gains or losses that impact our non-operating
income/expense levels in the respective period and are reported in other
(income) expense, net in our combined consolidated financial statements. We do
not currently hedge our exposure to foreign currency exchange rate fluctuations.
We may, however, hedge such exposure to foreign currency exchange rate
fluctuations in the future.




Interest
Rate Risk




Changes
in interest rates may affect the interest paid (or earned) and therefore affect
our cash flows and results of operations. We are exposed to interest rate change
risk with respect to one of our subsidiaries credit facility with a commercial
lender. However, we do not believe that this interest rate change risk is
significant.




Inflation




Inflation
has not had a material impact on the Company's business in recent
years.




Currency
Exchange Fluctuations




All of
the Company's revenues are denominated either in U.S. dollars or Hong Kong
dollars, while its expenses are denominated primarily in Hong Kong dollars and
Chinese Renminbi ("RMB"). The value of the RMB-to-U.S. dollar or Hong Kong
dollar-to-United States dollar and other currencies may fluctuate and is
affected by, among other things, changes in political and economic conditions.
Since 1994, the conversion of Renminbi into foreign currencies, including U.S.
dollars, has been based on rates set by the People's Bank of China, which are
set daily based on the previous day's inter-bank foreign exchange market rates
and current exchange rates on the world financial markets. Since 1994, the
official exchange rate for the conversion of Renminbi to U.S. dollars had
generally been stable and the Renminbi had appreciated slightly against the U.S.
dollar. However, on July 21, 2005, the Chinese government changed its policy of
pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy,
Chinese Renminbi may fluctuate within a narrow and managed band against a basket
of certain foreign currencies. Recently there has been increased political
pressure on the Chinese government to decouple the Renminbi from the United
States dollar. At the recent quarterly regular meeting of People's Bank of
China, its Currency Policy Committee affirmed the effects of the reform on
Chinese Renminbi exchange rate. Since February 2006, the new currency rate
system has been operated; the currency rate of Renminbi has become more flexible
while basically maintaining stable and the expectation for a larger appreciation
range is shrinking. Although a devaluation of the Hong Kong dollar or Renminbi
relative to the United States dollar would likely reduce the Company's expenses
(as expressed in United States dollars), any material increase in the value of
the Hong Kong dollar or Renminbi relative to the United States dollar would
increase the Company's expenses, and could have a material adverse effect on the
Company's business, financial condition and results of operations. For
fluctuations in period to period exchange rates, the translation adjustment is
required to translate from local functional currency to the USD reporting
currency (not RMB to HKD to USD). The Company has never engaged in currency
hedging operations and has no present intention to do so.




41




Concentration
of Credit Risk




Credit
risk represents the accounting loss that would be recognized at the reporting
date if counterparties failed completely to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise from
financial instruments exist for groups of customers or counterparties when they
have similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or other
conditions as described below:




Ÿ
            The
      Company's business is characterized by rapid technological change, new
      product and service development, and evolving industry standards and
      regulations. Inherent in the Company's business are various risks and
      uncertainties, including the impact from the volatility of the stock
      market, limited operating history, uncertain profitability and the ability
      to raise additional capital.


Ÿ
            All
      of the Company's revenue is derived from Asia and Greater China. Changes
      in laws and regulations, or their interpretation, or the imposition of
      confiscatory taxation, restrictions on currency conversion, devaluations
      of currency or the nationalization or other expropriation of private
      enterprises could have a material adverse effect on our business, results
      of operations and financial
condition.


Ÿ
            If
      the Company is unable to derive any revenues from Greater China, it would
      have a significant, financially disruptive effect on the normal operations
      of the Company.




A
substantial portion of the operations of business operations depend on mobile
telecommunications operators (operators) in China and any loss or deterioration
of such relationship may result in severe disruptions to their business
operations and the loss of a significant portion of the Company's revenue. The
VIEs rely entirely on the networks and gateways of these operators to provide
its wireless value-added services. Specifically these operators are the only
entities in China that have platforms for wireless value-added services. The
Company's agreements with these operators are generally for a period of less
than one year and generally do not have automatic renewal provisions. If neither
of them is willing to continue to cooperate with the Company, it would severely
affect the Company's ability to conduct its existing wireless value-added
services business.


.


Seasonality
and Quarterly Fluctuations




Several
of our businesses experience fluctuations in quarterly performance.
Traditionally, the first quarter from January to March is a low season for our
call center business due to the long Lunar New Year holidays in China Revenues
and income from gaming products, call center and telecom value-added services
tend to be higher in the fourth quarter due to special holiday promotions.
Internet/Direct Commerce revenues also tend to be higher in the fourth quarter
due to increased consumer spending during that period. Revenues from the gaming
and VAS can vary from quarter to quarter due to new product launches and the
seasonality of certain product lines




Sales of
our gaming machines to Macau and other Asian casinos and gaming operators are
generally strongest in Q3 and Q4 and slowest in the Chinese New Year holiday
season in Q1. In addition, quarterly revenues and net income may increase when
we receive a larger number of approvals for new games from regulators and gaming
operators than in other quarters, when a game or platform that achieves
significant player appeal is introduced or if gaming is permitted in a
significant new jurisdiction. In addition, as further technology advancements
become available for the gaming industry, replacement or conversion of gaming
machines will be impacted once any such advanced technology is approved by
regulators.




42




ITEM
4. CONTROLS AND PROCEDURES




Management
is responsible for establishing and maintaining adequate internal control over
financial reporting of the Company.  Internal control over financial
reporting is a process designed by, or under the supervision of, our chief
executive and chief financial officers and effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principals.




Management,
with the participation of our principal executive officer and principal
financial officer, has evaluated the effectiveness of our internal control over
financial reporting as of March 31, 2008 based on criteria established under the
COSO framework, an integrated framework for evaluation of internal controls
issued to identify the risks and control objectives related to the evaluation of
the control environment by the Committee of Sponsoring Organizations of the
Treadway Commission.




Based on
our evaluation described above, management has concluded that our internal
control over financial reporting was not effective as of March 31,
2008.  Management has determined that (i) our inadequate staffing and
supervision and (ii) the significant amount of manual intervention required in
our accounting and financial reporting process are material weaknesses in our
internal control over financial reporting.




PART
II - OTHER INFORMATION




ITEM
1. LEGAL PROCEEDINGS




None




ITEM
1A. RISK FACTORS




In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in “Risk Factors” in our Annual Report on Form
10-K for the year ended December 31, 2007, which could materially affect our
business, financial condition or future results. The risks described in our
Annual Report on Form 10-K are not the only risks facing us Additional
risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial
condition and/or operating results.




ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




None




43




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




On or
about October 3, 2007 Iroquois Master Fund, Ltd. filed a complaint in the
Supreme Court of the State of New York against PacificNet Inc., claiming that
the Company is in default under the Amended and Restated Convertible Debenture
due March 2009 (the Amended Debenture”) in the principal amount of $3,000,000
and the Convertible Debenture due February 2009 (the New Debenture”) in the
principal amount of $420,000.




Iroquois
Master Fund, Ltd. is seeking damages of $3,253,163.80 in the aggregate, together
with any accrued but unpaid interest through the date of
judgment.  Iroquois Master Fund, Ltd. has also demanded reimbursement
of its attorney fees and other costs and expenses incurred together with costs
and disbursements of this action.




On or
about December 5, 2007, PacificNet filed its answer denies that PacificNet is in
default and assert an agreement that would enable it to bring the interest
payments up to date by the issuance of stock in the near future.




On March
27, 2008, three holders of PACT's Convertible Subordinated Debentures filed an
involuntary petition for Chapter 11 relief in federal bankruptcy court late
Saturday, March 22, 2008 in Wilmington, DE. The Company has retained counsel to
oppose the filing because the petition fails to meet the standard for invoking
an involuntary bankruptcy and fails to take into consideration other agreements
between the Company and the petitioning creditors. The Company intends to
vigorously oppose the petition and move for dismissal of the filing, and if
successful will seek damages and attorney fees. Subsequently, PACT also received
default notice from all but one of the debenture holderS including Iroquois
Master Fund Ltd., Alpha Capital AG, Whalehaven Capital Fund Limited, DKR
Soundshore Oasis Holding Fund Ltd., Basso Fund Ltd., Basso Multi-Strategy
Holding Fund Ltd., and Basso Private Opportunities Holding Fund Ltd. from the
same Convertible Subordinated Debentures related to the private offering of
$8,000,000 principal amount variable debentures consummated on March 13, 2006,
and due March 2009.




PACT has
retained counsel to oppose the above petition. The amount of the debt in
question is as follows: Iroquois Master Fund Ltd. $2.5 million, Whalehaven
Capital Fund Limited $958,000, Alpha Capital AG $685,000 DKR Soundshore Oasis
Holding Fund Ltd $960,000, and Basso Fund Ltd., Basso Multi- Strategy Holding
Fund Ltd., and Basso Private Opportunities Holding Fund Ltd., a combined amount
of $500,000.




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS




None.




ITEM
5. OTHER INFORMATION




None




ITEM
6. EXHIBITS




44




The
following exhibits are filed as part of this report:




EXHIBIT


NUMBER
            DESCRIPTION




31.1
            Rule
      13a-14(a) Certification of Chief Executive Officer (Principal Executive
      Officer)




31.2
            Rule
      13a-14(a) Certification of Chief Financial Officer (Principal Financial
      Officer)




32.1
            18
      U.S.C. Section 1350 Certifications




45




SIGNATURES




In
accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.






PACIFICNET
      INC.Date: July
      3, 2008
            By:
            /s/ Tony
      TongTony
      Tong
              Chief
      Executive Officer
              (Principal
      Executive Officer)Date: July
      3, 2008
            By:
            /s/ Phillip
      WongPhillip
      Wong
              Chief
      Financial Officer
              (Principal
      Financial Officer)




46