<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                     FOR THE PERIOD ENDED SEPTEMBER 30, 2004

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

            FOR THE TRANSITION PERIOD FROM __________ TO ___________

                        COMMISSION FILE NUMBER: 000-24985

                                 PACIFICNET INC.
                                 ---------------

              (Exact name of small business issuer in its charter)

                     DELAWARE                             91-2118007
                     --------                             ----------
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)             Identification No.)

             860 Blue Gentian Road,
                Suite 360, Eagan,                            N/A
               MN 55121-1575, USA                         (Zip Code)

                    (Address of principal executive offices)

                         REGISTRANT'S TELEPHONE NUMBER:
                               011-1-651-209-3100
                            (Former Name and Address)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [X] NO [ ]

There were 7,334,608 shares of the Company's common stock outstanding on
November 11, 2004.


<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION................................................2

         ITEM 1.  FINANCIAL
                  STATEMENTS..................................................2

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............9

         ITEM 3.  CONTROLS AND PROCEDURES.....................................13

PART II - OTHER INFORMATION...................................................14

         ITEM 1.  LEGAL PROCEEDINGS...........................................14

         ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
                  AND USE OF PROCEEDS  .......................................14

         ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.............................15

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                  HOLDERS.....................................................15

         ITEM 5.  OTHER INFORMATION...........................................15

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K............................15

<PAGE>

                         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)

                                                                    DECEMBER 31,
                                                      SEPTEMBER 30,    2003
                                                          2004       (AUDITED)
                                                      ------------  ------------
ASSETS
Current Assets:
Cash and cash equivalents                             $     1,322   $     2,900
Restricted cash - pledged bank deposits                     1,993         1,135
Accounts Receivables (net of allowance
   for doubtful accounts of $0 as of
   September 30, 2004 and $0 as of December 31, 2003        4,442         1,890
Inventories                                                 1,313            76
Other Current Assets                                        1,082           286
                                                      ------------  ------------

Total Current Assets                                       10,152         6,287

Property and Equipment, net                                 1,369           466
Goodwill                                                    7,515           420
Investment - at equity                                        523            --
                                                      ------------  ------------

TOTAL ASSETS                                          $    19,559   $     7,173
                                                      ============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank Line of Credit                                   $     1,277   $     1,199
Bank Loans - current portion                                1,396         1,405
Capital Lease Obligations - current portion                    81           152
Accounts Payable                                              960         1,007
Accrued Expenses                                            1,948           360
Subscription Payable                                           --           722
                                                      ------------  ------------
     Total Current Liabilities                              5,662         4,845
                                                      ------------  ------------
Long-term liabilities:
Bank Loans - non current portion                               92           377
Capital Lease Obligations - non current portion                89           149
Shareholders' Loan                                            115            --
                                                      ------------  ------------
     Total Long-Term Liabilities                              296           526
                                                      ------------  ------------
Minority Interest in Consolidated Subsidiaries              1,507          (110)

Commitments and Contingencies

Stockholders' Equity:
Preferred stock, par value $0.0001, Authorized
   - 5,000,000 shares
   Issued and outstanding - none                               --            --
Common Stock, par value $0.0001, Authorized -
   125,000,000 shares Issued and
   outstanding:
       September 30, 2004 - 8,370,762 issued;
       7,284,608 outstanding
       December 31, 2003 -
       6,163,977 issued; 5,363,977
       outstanding                                              1             1
Treasury Stock, at cost
     September 30, 2004 - 836,154 shares;
     December 31, 2003  - 800,000 shares                     (104)           (5)
Additional Paid-In Capital                                 41,743        31,790
Cumulative Other Comprehensive Loss                           (24)          (24)
Accumulated Deficit                                       (29,522)      (29,850)
                                                      ------------  ------------
Total Stockholders' Equity                                 12,094         1,912
                                                      ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $    19,559   $     7,173
                                                      ============  ============

           See condensed notes to consolidated financial statements.


                                       2
<PAGE>

<TABLE>
                                  PACIFICNET INC. AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited. In thousands of United States dollars, except profit/(loss) per share and share amounts)

                                                      THREE MONTHS                 NINE MONTHS
                                                   ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
                                                 -----------------------     -----------------------
                                                   2004          2003          2004          2003
                                                 ---------     ---------     ---------     ---------
<S>                                              <C>           <C>           <C>           <C>
Revenues                                         $  8,054      $    124      $ 19,640      $    344
                                                 ---------     ---------     ---------     ---------
Cost of Revenues                                   (6,682)          (95)      (15,724)         (178)
                                                 ---------     ---------     ---------     ---------
Gross Margin                                        1,372            29         3,916           166
Selling, General and Administrative expenses         (835)         (273)       (2,487)       (1,013)
Depreciation and amortization                         (74)           --          (214)           (3)
Provision for written off of fixed assets              --            --            --           (91)
                                                 ---------     ---------     ---------     ---------

PROFIT/(LOSS) FROM OPERATIONS                         463          (244)        1,215          (941)

Interest Income                                         6             8            16            23
Sundry income                                          72            46           136            46
Equity earnings in undistributed earnings
of investee company                                     6            --            23            --
                                                 ---------     ---------     ---------     ---------

PROFIT/(LOSS) BEFORE INCOME TAXES, MINORITY
   INTEREST AND DISCONTINUED OPERATIONS               547          (190)        1,390          (872)

Provision for income taxes                             --            --            --            --
Minority Interest                                    (411)            4        (1,062)           25
                                                 ---------     ---------     ---------     ---------

PROFIT/(LOSS) BEFORE DISCONTINUED OPERATIONS          136          (186)          328          (847)
                                                 ---------     ---------     ---------     ---------

LOSS FROM DISCONTINUED OPERATIONS                      --            --            --          (185)

NET PROFIT/(LOSS) AVAILABLE TO COMMON
   STOCKHOLDERS                                  $    136      $   (186)     $    328      $ (1,032)
                                                 =========     =========     =========     =========

BASIC AND DILUTED PROFIT/(LOSS) PER COMMON
   SHARE:

Profit/(Loss) from continuing operations         $   0.02      $  (0.03)     $   0.05      $  (0.16)
Profit/(Loss) from discontinued operations       $     --      $     --      $     --      $  (0.04)
                                                 ---------     ---------     ---------     ---------
Net Profit/(Loss)                                $   0.02      $  (0.03)     $   0.05      $  (0.20)
                                                 =========     =========     =========     =========

                     See condensed notes to consolidated financial statements.


                                                 3
</TABLE>
<PAGE>

                        PACIFICNET INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of United States dollars, except loss per share and share amounts)

                                                             NINE MONTHS ENDED
                                                               SEPTEMBER 30,
                                                           ---------------------
                                                             2004         2003
                                                           --------     --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit/(loss)                                          $   328      $(1,032)
Adjustment to reconcile net profit/(loss)
   to net cash used in operating activities:
Expenses settled by issuance of warrants                        --           15
Expenses settled by issuance of common shares                   --           42
Equity earnings of investee company                            (23)          --
Provision for written off of fixed assets                       --           91
Loss from discontinued operations                               --          185
Minority Interest                                            1,622          (25)
Depreciation and amortization                                  214            3
Accounts receivable and other current assets                (2,386)         226
Inventories                                                 (1,237)          --
Accounts payable and accrued expenses                          611         (158)
                                                           --------     --------
Net cash used in operating activities                         (871)        (653)
                                                           --------     --------
CASH FLOWS FROM INVESTMENT ACTIVITIES
Restricted cash-pledged bank deposits                         (858)          --
Acquisition of property and equipment                       (1,039)          --
Acquisition of subsidiaries                                 (1,302)          --
Acquisition of investee company                               (385)          --
                                                           --------     --------
Net cash used in investing activities                       (3,584)          --
                                                           --------     --------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
(Repayments)/advances under bank line of credit                (50)         367
Repayment of amount borrowed under bank loans
   and capital lease obligations                            (2,415)          --
Proceeds from sale of common stock                           2,813           --
Post acquisition of share capital - subsidiaries               564           --
Repurchase of treasury shares                                  (99)          --
Proceeds from exercise of stock options                         74          418
Advances under bank loans                                    1,990           --
                                                           --------     --------
Net cash provided by financing activities                    2,877          785
                                                           --------     --------
NET(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS         (1,578)         132
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD               2,900        3,694
                                                           --------     --------
CASH AND CASH EQUIVALENTS, END OF PERIOD                   $ 1,322      $ 3,826
                                                           ========     ========

CASH PAID FOR:
     Interest                                              $   162      $    30
     Income taxes                                               --           --
NONCASH INVESTING AND FINANCING ACTIVITIES:
Investment in subsidiaries acquired through
   issuance of common stock                                $ 6,500      $    --
Common stock issued to satisfy certain liabilities
   and to settle expenses                                  $    --      $    57
Common stock issued as a result of exercise
   of stock options                                        $     2      $    --

           See condensed notes to consolidated financial statements.


                                       4
<PAGE>

                        PACIFICNET INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (Amounts expressed in United States dollars unless otherwise stated)

1.       BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for complete financial statements. In the opinion of management, all
adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows for
all periods presented have been made.

Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue,
and expenses. Examples include provisions for returns and impairment losses,
accounting for income taxes, bad debts, and property, plant and equipment lives
for depreciation purposes. Actual results may differ from these estimates. The
results of operations for the nine-month period ended September 30, 2004 are not
necessarily indicative of the operating results that may be expected for the
entire year ending December 31, 2004. These financial statements should be read
in conjunction with the Management's Discussion and Analysis and financial
statements and notes thereto included in the Company's financial statements and
accompanying notes thereto as of and for the year ended December 31, 2003, filed
with the Company's Annual Report on Form 10-KSB.

Certain figures from prior periods have been reclassified to conform to the
current period's presentation.

2.       EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share are based on the weighted average number of
shares of common stock outstanding. Diluted earnings or loss per share is based
on the weighted average number of shares of common stock outstanding and
dilutive common stock equivalents. All earnings per share amounts in these
financial statements are basic earnings (loss) per share as defined by SFAS No.
128, "Earnings Per Share." Diluted weighted average shares outstanding for both
periods in 2003 exclude the potential issuances of common stock upon exercise of
options and warrants because to do so would be antidilutive. Total potential
common shares not included in the computation of dilutive EPS for both periods
in 2004 was 154,320 warrants to purchase common stock because their impact would
be antidilutive based on current market prices.

The computation of basic and diluted profit/(loss) per share is as follows:

<TABLE>
        (IN THOUSANDS OF UNITED STATES DOLLARS, EXCEPT WEIGHTED SHARES AND PER SHARE AMOUNTS)

                                                    THREE MONTHS ENDED               NINE MONTHS ENDED
                                              ----------------------------     ------------------------------
                                              SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30    SEPTEMBER 30,
                                                  2004            2003             2004            2003
                                              ------------    ------------     ------------    --------------
<S>                                           <C>             <C>              <C>             <C>
Numerator-net profit /(loss)                  $       136     $      (186)     $       328     $      (1,032)
                                              ============    ============     ============    ==============
Denominator:

Weighted average number of shares used in
  computed basic EPS                            7,284,615       5,348,572        6,960,854         5,170,079

Net effect of dilutive common shares
                                                  517,892              --          627,365                --
                                              ------------    ------------     ------------    --------------
Weighted average shares used in computed
  diluted EPS
                                                7,802,507       5,348,572        7,588,219         5,170,079
                                              ============    ============     ============    ==============

Basic profit/(loss) per share                 $      0.02     $     (0.03)     $      0.05     $      (0.20)
Diluted profit/(loss) per share               $      0.02     $     (0.03)     $      0.04     $      (0.20)


                                        5
</TABLE>
<PAGE>

3.       BUSINESS ACQUISITIONS

SMARTIME HOLDINGS LIMITED
-------------------------

On September 15, 2004, the Company, through its subsidiary PacificNet Strategic
Investment Holdings Limited, consummated the acquisition of a 81% controlling
interest (the "Acquisition") in Smartime Holdings Limited, a corporation
incorporated in Hong Kong SAR ("Smartime"). Smartime is engaged in the business
of providing software customization and localization, outsourcing, third-party
alliance and hardware and software distribution to the banking, postal and
telecommunications industries in Hong Kong and China.

         The Company acquired the controlling interest in Smartime through the
purchase of 630 shares (the "Shares") of Smartime Holdings Limited("Smartime").
The consideration for the Acquisition was payable as follows:

         (i) USD$500,000, payable in shares of common stock of the Company (the
"Common Stock"), equivalent to 100,000 restricted shares (the "Shares") of
Common Stock, based on a fair market value of $5.00, deliverable within 30 days
of signing the Agreement. All of the Shares deliverable to the Shareholders are
being held in escrow pursuant to the terms of an escrow agreement, which
provides that the Common Stock will be released in installments over the twelve
month period ending on September 30, 2005; provided, that Smartime meets certain
net income milestones during such period. If at the end of the second twelve
month period ending on September 30, 2006, there is a shortfall in Smartime's
net income, the Shareholders shall return to the Company Shares equivalent to
the dollar amount of such shortfall divided by $5.00; and

         (ii) warrants to purchase up to 50,000 shares of Common Stock at an
exercise price equal to the 5 day volume weighted average price of the Common
Stock before the signing of the Agreement. The warrants are exercisable for a
period of 3 years from the date of issuance.

GUANGZHOU YUESHEN TAIYANG TECHNOLOGY LIMITED
--------------------------------------------

On April 12, 2004, the Company, through its subsidiary PacificNet Strategic
Investment Holdings Limited, consummated the acquisition of a 51% controlling
interest (the "Acquisition") in Guangzhou YueShen TaiYang Technology Limited, a
newly formed company incorporated in the People's Republic of China ("YueShen").
YueShen is engaged in the business of distributing telecom services, including
calling cards, mobile SIM cards, prepaid stored-value cards, VoIP, IDD calling
cards, bundled insurance cards and customer loyalty membership cards in China.

The Company acquired the controlling interest in YueShen through the purchase of
85 shares (representing 100% of the issued and outstanding shares, the "Shanghai
Shares") of Shanghai Classic Group Limited, the beneficial owner of the 51%
controlling interest in YueShen. The consideration for the Acquisition was an
aggregate value of approximately USD$1,196,143, which was paid in cash and
shares of common stock of the Company (the "Common Stock"), and a warrant to
purchase up to 50,000 shares of Common Stock. The consideration was paid as
follows:

         (i) approximately USD$616,195 by delivery of 106,240 shares of Common
Stock as consideration for the purchase of 51 of the Shanghai Shares from Yan
Kuan Li ("Ms. Li") within thirty (30) days of the signing of the agreement for
the Acquisition. All of the Common Stock deliverable to Ms. Li is being held in
escrow pursuant to the terms of an escrow agreement, which provides that the
Common Stock will be released in installments over the twelve month period
following the consummation of the Acquisition, provided, that YueShen attains
certain net income milestones during such period. In the event there is a
shortfall in the net income during the period Ms. Li shall return to the Company
shares of Common Stock equivalent to the dollar amount of such shortfall divided
by $5.80; and

         (ii) approximately USD$338,303 in cash as consideration for the
purchase of 34 of the Shanghai Shares from Avatar Trading, Ltd. ("Avatar")
within thirty (30) days of the closing of the Acquisition; and

         (iii) approximately USD$241,645 in cash directly to YueShen within
thirty (30) days of the closing of the Acquisition, as consideration for the
purchase of the YueShen shares by Shanghai.

The cash portion of the purchase price for the Acquisition was from working
capital of the Company.

CHEER ERA LIMITED
-----------------

On April 7, 2004, the Company, through its subsidiary PacificNet Strategic
Investment Holdings Limited, consummated the acquisition of 300 shares (the
"Shares"), representing 30% of the issued and outstanding shares of Cheer Era
Limited, a newly formed company incorporated in Hong Kong SAR ("Cheer Era").


                                       6
<PAGE>

Cheer Era is engaged in the business of designing, developing and manufacturing
multimedia entertainment and communication kiosk products, including photo and
video entertainment kiosks, digital camera photo development stations, MMS,
ring-tone and mobile content download, payment and delivery stations for mobile
phones, and other coin-operated kiosks and kiosk consumables. The consideration
for the Shares was an aggregate value of approximately USD$1,156,812, which was
paid in cash and shares of Common Stock, and a warrant to purchase up to 80,000
shares of Common Stock. The consideration was paid as follows:

         (i) approximately USD$771,208 by delivery of 149,459 shares of Common
Stock as consideration for the purchase of 100 of the Shares from Apex Legend
Limited, a company incorporated in the British Virgin Islands ("Apex") within
thirty (30) days of the signing of the agreement for the purchase of the Shares.
All of the Common Stock deliverable to Apex is being held in escrow pursuant to
the terms of an escrow agreement, which provides that the Common Stock will be
released in installments over the twelve month period following the consummation
of the purchase and sale of the Shares, provided, that Cheer Era attains certain
net income milestones during such period. In the event there is a shortfall in
the net income during the period, Apex shall return to the Company shares of the
Common Stock equivalent to the dollar amount of such shortfall divided by $6.00;
and

         (ii) approximately USD$385,604 in cash directly to Cheer Era within
thirty (30) days of the closing of the purchase and sale of the Shares for the
Company's subscription to purchase 200 of the Shares. The cash used to pay for
the Shares was from working capital of the Company.

4.       JOINT VENTURE OPERATIONS

The Company ceased its participation with International Elite Limited (IEL) in
the joint venture company, PacificNet Communications Limited - Macao Commercial
Offshore (the "Joint Venture"). Pursuant to the terms of the Equity Joint
Venture Agreement, signed on December 21, 2002, the Company was required to
obtain the requisite regulatory and shareholder approval to issue 34 million
shares of the Company's common stock in connection with the Joint Venture
transaction. The Company did not receive the necessary regulatory and
shareholder approval to issue the shares. Since the Company was unable to obtain
the appropriate approvals, the board of directors of the Company determined that
it was in the best interest of the Company to terminate its interest in the
Joint Venture. Since the Company did not obtain regulatory and shareholder
approval of the joint venture transaction and the Company does not control the
operating and financing decisions of the joint venture, the Company does not
consolidate the assets, liabilities, revenues and expenses of the joint venture.
The original 800,000 deposit shares held in escrow were canceled and returned to
the Company's treasury. The termination agreement was signed on March 30, 2004.
As such, the results of operations for the nine months ended September 30, 2003,
do not include the activity for the joint venture as previously reported in its
September 30, 2003 quarterly filing.

5.       STOCKHOLDERS' EQUITY

Common stock issued.

For the nine month period ended September 30, 2004, the Company issued (i)
1,300,000 shares with total consideration of $6,500,000 to acquire subsidiaries
representing (a)100,000 deposit shares of common stock plus 400,000 shares as a
result of achievement of certain earnings criteria to Epro; b) 350,000 deposit
shares of common stock plus 450,000 shares as a result of achievement of certain
earnings criteria to Linkhead; (ii) 617,285 shares with cash consideration of
$3,000,000 pursuant to a private placement, including warrants to purchase up to
an aggregate of 154,320 common shares of the Company issued to a group of
institutional investors; (iii) 39,500 shares as a result of exercise of stock
options with cash consideration of $74,000 and noncash consideration of
$2,000;(iv) post-acquisition of share capital from subsidiaries of $564,000; and
(v)reduced by repurchase of 28,344 shares with cash consideration of $99,000 by
the Company.

Common Stock Repurchase Program.
--------------------------------

The Company's Board of Directors has approved a Corporate Stock Repurchase
Program to purchase up to US$800,000 worth of outstanding shares of its common
stock in open market transactions, from time to time, in compliance with Rule
10b-18 of the Securities Exchange Act of 1934 and all other applicable
securities regulations. The purpose of the repurchase program is to enhance
shareholder value. During the nine months ended September 30, 2004, the Company
repurchased 28,344 shares at an average price of $3.47 per share for
approximately $99,000.

6.       STOCK-BASED COMPENSATION

Stock options.

During the three month period ended September 30, 2003,no stock options were
granted.

During the three month period ended September 30, 2004, the Company granted
600,000 stock options to purchase the Company's common stock at $2.00 per share,
which expire on June 23, 2006. No options were granted during the first and
second quarters of 2004. During the three months period ended September 30,
2004, 400,000 stock options were canceled or forfeited, and no options were
exercised. As of September 30, 2004, there were 1,086,100 stock options
outstanding and 394,850 options exercisable. The weighted average exercise price
of the options outstanding and exercisable is $2.05 and $2.08, respectively, and
the weighted average remaining contractual life is 1.64 and 1.45 years,
respectively.

                                       7
<PAGE>

The Company accounts for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," under which no compensation cost for stock options
is recognized for stock option awards granted at or above fair market value. Had
compensation expense for the Company's stock-based compensation plans been
determined under FASB No. 123, based on the fair market value at the grant
dates, the Company's pro forma net loss and pro forma net loss per share would
have been reflected as follows at September 30:

                               THREE MONTHS ENDED          NINE MONTHS ENDED
                                SEP-         SEP-         SEP-         SEP-
                             TEMBER 30,   TEMBER 30,   TEMBER 30,   TEMBER 30,
                                2004         2003         2004         2003
                            -----------   ----------   ----------   ----------
Net profit (loss)
  As reported               $      136    $    (186)   $     328    $  (1,032)
  Stock-based employee
  compensation cost,
  net of tax                      (397)          --         (397)      (1,133)
                            -----------   ----------   ----------   ----------
  Pro forma                 $     (261)   $    (186)   $     (69)   $  (2,165)
                            ===========   ==========   ==========   ==========
Profit (loss) per share
Basic
  As reported               $     0.02    $   (0.03)   $    0.05    $   (0.20)
                            ===========   ==========   ==========   ==========
  Pro forma                 $    (0.04)   $   (0.03)   $   (0.01)   $   (0.42)
                            ===========   ==========   ==========   ==========

Diluted
  As reported               $     0.02    $   (0.03)   $    0.04    $   (0.20)
                            ===========   ==========   ==========   ==========
  Pro forma                 $    (0.03)   $   (0.03)   $   (0.01)   $   (0.42)
                            ===========   ==========   ==========   ==========

The fair value of options granted during the three months period ended September
30, 2004, was $1.89 and was estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions: dividend yield of 0%, expected volatility of 57%, risk-free
interest rate of 2.25%, and an expected life of 2 years.

The fair values of options granted during the three and nine months period ended
September 30, 2003, were $1.62 and $2.04, respectively, and were estimated on
the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions: dividend yield of 0%, expected
volatility of 266%, risk-free interest rate of 2.5%, and an expected life of 3
years.

Warrants.

During the three months period ended September 30, 2003, no warrants were
granted to purchase the Company's common stock. 154,320 warrants were granted at
$7.15 per share during the second quarter of 2004, and no warrants were
exercised, canceled or forfeited. As of September 30, 2004, there were 954,320
warrants outstanding. The weighted average exercise price of the warrants
outstanding is $2.43 and the weighted average remaining contractual life is 1.32
years.

7.       SEGMENT INFORMATION

The Company's reportable segments are operating units, which represent the
operations of the Company's significant subsidiaries. The significant accounting
policies of the Company's subsidiaries are the same as those of the Company. No
information has been presented for the comparative prior period as the
acquisitions of the Company's current significant subsidiaries had not occurred
as of those dates. The operations for the nine months ended September 30, 2003
primarily represent the operations of our subsidiary PacificNet Solutions
Limited. ("PacSo"), which specializes in systems integration, software
application, and e-business solutions services in Hong Kong and Greater China.

Summarized financial information concerning the Company's reportable segments is
shown in the following table. The "Other" column includes the Company's other
insignificant subsidiaries and corporate related items, and, as it relates to
segment profit (loss), income and expense not allocated to reportable segments
(in thousands).

<TABLE>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 2004    LINKHEAD     EPRO    YUESHEN   SMARTIME    OTHER     TOTAL
------------------------    --------     ----    -------   --------    -----     -----
<S>                          <C>       <C>       <C>       <C>        <C>        <C>
Revenues                     $ 4,270   $ 6,706   $ 7,793   $   141    $   730    $19,640
Operating gain/(loss)        $ 1,133   $   729   $   100   $    14    $  (586)   $ 1,390
Total assets                 $ 3,252   $ 3,713   $   273   $ 1,032    $11,289    $19,559

FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 2004    LINKHEAD     EPRO    YUESHEN   SMARTIME    OTHER     TOTAL
------------------------    --------     ----    -------   --------    -----     -----
Revenues                     $ 1,489   $ 2,404   $ 3,988   $   141    $    32    $ 8,054
Operating gain/(loss)        $   380   $   278   $    48   $    14    $  (173)   $   547
Total assets                 $ 3,252   $ 3,713   $   273   $ 1,032    $11,289    $19,559

</TABLE>


                                       8
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

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-KSB FOR THE
YEAR ENDED DECEMBER 31, 2003.

PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-QSB 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. 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis 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, income taxes,
contingencies, and long-lived assets. 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.

We believe 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

We evaluate the collectibility 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. The allowances are calculated based on
detailed review of certain individual customer accounts, historical rates and an
estimation of the overall economic conditions affecting our customer base. We
review a customer's credit history before extending credit. If the financial
condition of our customers were to deteriorate, resulting in an impairment of
their ability to make payments, additional allowances may be required.

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 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.

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.


                                       9
<PAGE>

LONG-LIVED ASSETS

We periodically assesses the need to record impairment losses on long-lived
assets, such as property, plant and equipment, goodwill and purchased intangible
assets, used in operations and its investments when indicators of impairment are
present indicating the carrying value may not be recoverable. 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. When an impairment
is identified, the carrying amount of the asset is reduced to its estimated fair
value. All goodwill will no longer be amortized and potential impairment of
goodwill and purchased intangible assets with indefinite useful lives will be
evaluated using the specific guidance provided by SFAS No. 142, "Goodwill and
Other Intangible Assets" and SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." This impairment analysis will be performed at
least annually. For investments in affiliated companies that are not
majority-owned or controlled, indicators or value generally include revenue
growth, operating results, cash flows and other measures. Management then
determines whether there has been a permanent impairment of value based upon
events and circumstances that have occurred since acquisition. It is reasonably
possible that the impairment factors evaluated by management will change in
subsequent periods, given that the Company operates in a volatile environment.
This could result in material impairment charges in future periods.

COMPANY OVERVIEW.

PacificNet Inc. (referred to herein as "PacificNet" or the "Company") was
incorporated in the state of Delaware in 1999. The Company is focused on
providing value-added telecom services and products, customer relationship
management (CRM) solutions, systems integration, network communications,
information technology solutions and telecommunications in Asia. The Company's
VAS includes operating call centers, providing telemarketing services, customer
relationship management services (CRM), interactive voice response systems
(IVR), short messaging services (SMS), multimedia messaging services (MMS),
voice over internet protocol (VoIP) services, mobile applications and calling
cards. In addition, the Company sells and distributes telecom services. The
Company intends to continue to grow by acquiring and managing growing technology
and network communications businesses with established products and customers in
Asia. The Company employs over 1,000 staff in various subsidiaries throughout
Greater China.

The Company's goal is to take a leading role in providing value-added telecom
services and products, information technology services and network
communications in Asia and Greater China. The Company's business can be
classified into the following operating units:

I.       Beijing Linkhead Technologies Co., Limited ("Linkhead"), subsidiary, a
         private PRC company. Linkhead is a leading provider of VAS, IVR
         systems, mobile chatting, and voice-portal services in greater China.
         Linkhead is in the business of providing VAS, IVR system development
         and integration, voice internet portals, computer telephony integration
         (CTI), VoIP, internet and mobile application development and CRM
         services for China's telecom operators. Linkhead also provides telecom
         related management and consulting services, mobile consumer analytics,
         mobile data-mining, internet e-commerce and mobile commerce, mobile
         applications based on WAP, K-Java, BREW, EMS, SMS, MMS, outsourced
         software development, and other mobile VAS in greater China. Linkhead's
         major clients and profit-sharing partners include some of the leading
         telecom operators such as China Telecom (NYSE: CHA), China Mobile
         (NYSE: CHL), China Unicom (NYSE: CHU), UTStarcom (Nasdaq: UTSI).
         Linkhead is also channel partner, or a master reseller, of NMS
         Communications (Nasdaq: NMSS), a leading provider of communications
         technologies and solutions. Linkhead is headquartered in Beijing with
         sales offices in Shenzhen and Shanghai.

II.      PacificNet Epro Telecom Holdings Limited ("Epro"), subsidiary, is one
         of the largest providers of value-added telecom services (VAS),
         interactive voice response (IVR), mobile chatting, and voice-portal
         services in Greater China with over 13 years of field experience and
         employs over 500 employees. Epro's ISO 9001 certified outsourcing
         contact center hosts over 1,000 call center seats and 600 agents,
         processes over 100,000 calls daily and provides 24x7x365 multi-lingual
         inbound and outbound services. Epro is in the business of providing
         VAS, such as call center services, CRM, mobile marketing and promotion
         services, call center training, management and consulting services,
         call center software, IVR systems, mobile payment and mobile point of
         sale (POS) solutions, internet e-commerce and mobile commerce, mobile
         applications based on SMS, MMS, outsourced telemarketing and customer
         support services, and other mobile VAS for Hong Kong and PRC's telecom
         operators, banks, insurance, and other financial services companies in
         China. Epro's clients include major telecom operators, banks, insurance
         and financial services companies in greater China, such as China
         Telecom (NYSE: CHA), China Unicom (NYSE: CHU), PCCW (NYSE: PCW), CSL,
         SmarTone Telecom, Sunday Communications (Nasdaq: SDAY), Hutchison
         Whampoa Limited (HKSE:0013.HK), Swire Coca-Cola, Samsung, Dun &
         Bradstreet, DBS, Dao Heng Insurance, Shenzhen Development Bank, Hong
         Kong Government Housing Authority and Hongkong Post.


                                       10
<PAGE>

III.     Guangzhou YueShen TaiYang Technology Limited ("YueShen"), subsidiary,
         is a newly formed company incorporated in the People's Republic of
         China. YueShen is engaged in the business of distributing telecom
         services, including phone cards, mobile SIM cards, prepaid stored-value
         cards, re-chargeable phone cards, VoIP and IDD calling cards, internet
         access cards, and bundled cross-selling insurance cards, travel and
         hotel reservation cards, and customer loyalty membership cards in
         China. YueShen's clients include China Mobile(NYSE: CHL), China Unicom
         (NYSE: CHU), China Telecom (NYSE: CHA)and China Netcom.

IV.      Smartime Holdings Limited, a subsidiary, is a company incorporated in
         Shenzhen, China ("Smartime").Smartime is engaged in the business of
         providing outsourcing services of software development, R&D, and
         project management to the financial and telecommunications services
         companies including Huawei, IBM, Bank of East Asia and employs over 200
         staff in Hong Kong and Greater China.

V.       Cheer Era Limited ("Cheer Era"), investee company, is a newly formed
         company incorporated in Hong Kong SAR. Cheer Era is engaged in
         designing, developing and manufacturing photo and video entertainment
         kiosks, digital camera photo development stations, multimedia messaging
         services (MMS) and mobile content download, payment and delivery
         stations for mobile phones, and other coin-operated kiosks and kiosk
         consumables. Cheer Era markets and distributes its multimedia
         communication stations around the world including the USA, Korea,
         China, India and SE Asia. Cheer Era is headquartered in Hong Kong with
         operations in China and the USA.

VI.      PacificNet Communications Limited ("PacComm") and PacificNet Strategic
         Investment Holdings Limited ("PSI"), subsidiaries, are holding
         companies. In December 2003, PacComm and PSI completed agreements to
         acquire a 50% controlling interest in Epro and 51% of the shares of
         Linkhead, respectively. In April 2004, PSI completed agreements to
         acquire a 30% interest in Cheer Era and a 51% controlling interest in
         YueShen. In September 2004, PSI completed agreement to acquire a 81%
         controlling interest in Smartime.

VII.     PacificNet Limited ("PNL") and PacificNet Solutions Limited ("PacSo"),
         subsidiaries, are distributors and resellers of telecommunication,
         networking and computer equipment, which complements our
         telecommunication services. They specialize in systems integration,
         software application, and e-business solutions services in Hong Kong
         and Greater China. The scope of products and services includes smart
         card solutions, web based user applications and web based connections
         to remote or fixed database services, which are also referred to as
         backend enterprise planning systems.

VIII.    PacificNet Tech (SZ) Limited ("SZ"), is a subsidiary located in
         Shenzhen. SZ was established to expand the Company's research,
         development, marketing and distribution opportunities in Greater China.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2003

REVENUES. Revenues for the three months ended September 30, 2004 were
$8,054,000, an increase of $7,930,000 from $124,000 for the three months ended
September 30, 2003. The significant increase in this quarter is mainly due to
the recent acquisition of YueShen. YueShen contributes 50% of total revenues
while the Company's other newly acquired subsidiaries, Epro, Linkhead and
Smartime, in the aggregate contribute 50% of total revenues. These four
subsidiaries make up in the aggregate 100% of the Company's total revenues.

COST OF REVENUES. Cost of revenues for the three months ended September 30, 2004
was $6,682,000, an increase of $6,587,000 from $95,000 for the three months
ended September 30, 2003. This significant increase in cost of revenues is
directly associated with the increase in revenues. Our four newly acquired
subsidiaries generated in the aggregate, 100% of the total cost of revenues.

GROSS MARGIN AND GROSS MARGIN RATIO. Gross margin for the three months ended
September 30, 2004 was $1,372,000, an increase of $1,343,000 from $29,000 for
the three months ended September 30, 2003. Gross margin ratio for the three
months ended September 30, 2004, comprised 17% of revenues compared to 23% for
the same period in the prior year. The decrease in gross margin ratio in this
quarter is mainly due to the low gross margin ratio, which is one of the
characteristics of YueShen's calling card distribution business. We expect both
our gross margin and gross margin ratio to increase gradually as a result of
cost reduction and efficient utilization of assets.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses totaled $835,000 for the three months ended September
30, 2004, an increase of $562,000, from $273,000 for the three months ended
September 30, 2003. This increase resulted from increasing the size of our
operations, which included increased premises costs and staff costs, mainly
attributable to the operations of Epro and Linkhead.

INTEREST INCOME. Interest income was $6,000 for the three months ended September
30, 2004, as compared to $8,000 for the three months ended September 30, 2003.
The decrease is due to a lower average outstanding bank balance in 2004 than
2003.


                                       11
<PAGE>

EQUITY EARNINGS IN UNDISTRIBUTED EARNINGS OF INVESTEE COMPANY. The Company
recorded $6,000 in equity earnings in its investee company for the three months
period ended September 30, 2004 compared with nil for the same period in the
prior year representing the Company's 30% ownership interest in its recent
acquisition of Cheer Era Limited in April 2004.

INCOME TAXES. No tax provision has been recorded for the three months ended
September 30, 2004, as a result of the cumulative operating losses generated by
the Company. Interim income tax provisions are based upon management's estimate
of taxable income and the resulting consolidated effective income tax rate for
the full year. As a result, such interim estimates are subject to change as the
year progresses and more information becomes available.

MINORITY INTEREST. Minority interest for the three months ended September 30,
2004 totaled $411,000, which represents the Company's existing interest in its
subsidiary PacSo of $(1,000), and its interest in newly acquired subsidiaries,
Epro of $192,000, Linkhead of $189,000, YueShen of $23,000 and Smartime of
$8,000 respectively, compared with $(4,000) for the same period in the prior
year.

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2003

REVENUES. Revenues for the nine months ended September 30, 2004 were
$19,640,000, an increase of $19,296,000 from $344,000 for the nine months ended
September 30, 2003. For the nine months ended September 30, 2004, revenues
derived from the value-added telecom services rendered by the Company's newly
acquired subsidiaries, YueShen, Epro, Linkhead and Smartime, in the aggregate,
contributed to 96% of total revenues.

COST OF REVENUES. Cost of revenues for the nine months ended September 30, 2004
was $15,724,000, an increase of $15,546,000 from $178,000 for the nine months
ended September 30, 2003. This significant increase is directly associated with
the increase in revenues. Our four newly acquired subsidiaries, in the
aggregate, comprise 96% of total cost of revenues.

GROSS MARGIN AND GROSS MARGIN RATIO. Gross margin for the nine months ended
September 30, 2004 was $3,916,000, an increase of $3,750,000 from $166,000 for
the nine months ended September 30, 2003. Gross margin ratio for the nine months
ended September 30, 2004 were comprised of 20% in revenues compared to 48% for
the same period in the prior year. The significant decrease in gross margin
ratio is attributable to the change in our mode of operations from systems
integration and software application in 2003 to value-added telecom services and
products providers in 2004. We expect both our gross margin and gross margin
ratio to increase gradually as a result of cost reduction and efficient
utilization of assets.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses totaled $2,487,000 for the nine months ended September
30, 2004, an increase of $1,474,000, from $1,013,000 for the nine months ended
September 30, 2003. This increase resulted from increasing the size of our
operations, which included increased premises costs and staff costs, mainly
attributable to the operations of Epro and Linkhead.

INTEREST INCOME. Interest income was $16,000 for the nine months ended September
30, 2004, as compared to $23,000 for the nine months ended September 30, 2003.
The decrease is due to a lower average outstanding bank balance in 2004 than
2003.

EQUITY EARNINGS IN UNDISTRIBUTED EARNINGS OF INVESTEE COMPANY. The Company
recorded $23,000 in equity earnings in its investee company for the nine months
period ended September 30, 2004 compared with nil for the same period in the
prior year representing the Company's 30% ownership interest in its recent
acquisition of Cheer Era Limited in April 2004.

INCOME TAXES. No tax provision has been recorded for the nine months ended
September 30, 2004, as a result of the cumulative operating losses generated by
the Company. Interim income tax provisions are based upon management's estimate
of taxable income and the resulting consolidated effective income tax rate for
the full year. As a result, such interim estimates are subject to change as the
year progresses and more information becomes available.

MINORITY INTEREST. Minority interest for the nine months ended September 30,
2004 totaled $1,062,000, which represents the Company's existing interest in its
subsidiary PacSo of $(5,000), and its interest in newly acquired subsidiaries,
Epro of $451,000, Linkhead of $560,000, YueShen of $48,000 and Smartime of
$8,000 respectively, compared with $(25,000) for the same period in the prior
year.

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL. The Company's working capital increased to $4,490,000 at
September 30, 2004 as compared to $1,442,000 at December 31, 2003. When compared
to balances at December 31, 2003, the increase in working capital at September
30, 2004 reflects an increase in current assets of $3,865,000, primarily
resulting from the Company's completion of a $3,000,000 private placement, and a
decrease in current liabilities of $817,000.


                                       12
<PAGE>

NET CASH USED IN OPERATING ACTIVITIES. Net cash used in operating activities was
$871,000 for the nine months ended September 30, 2004. Net cash used in
operating activities in the nine months ended September 30, 2004 was primarily
the result of a net profit of $328,000, increased by noncash items totaling
$1,813,000 and decreased by changes in operating assets of $3,012,000.

NET CASH USED IN INVESTING ACTIVITIES. Net cash used in investing activities for
the nine months ended September 30, 2004 was $3,584,000 representing the
increase in restricted cash-pledged bank deposits, acquisition of property and
equipment, and subsidiary companies, interest in investee company, of $858,000,
$1,039,000, $1,302,000 and $385,000, respectively. The additions to property and
equipment were for the expansion of the CRM and call centre business in Hong
Kong.

NET CASH PROVIDED BY FINANCING ACTIVITIES. Net cash provided by financing
activities for the nine months ended September 30, 2004 was $2,877,000
representing net proceeds from issuance of common stock of $2,813,000, net
proceeds from post acquisition of share capital - subsidiaries of $564,000, net
cash proceeds received from the exercise of stock options of $74,000 and
advances under bank loans of $1,990,000, and reduced by repayments on debt of
$2,465,000 and repurchase of treasury shares of $99,000.

ISSUANCE OF COMMON STOCK. For the nine month period ended September 30, 2004, we
issued (i) 1,300,000 shares with total consideration of $6,500,000 to acquire
subsidiaries (ii) 617,285 shares with cash consideration of $3,000,000 pursuant
to a private placement, (iii) 39,500 shares as a result of exercise of share
options with cash consideration of $74,000 and noncash consideration of $2,000.

CURRENCY EXCHANGE FLUCTUATIONS. All of the Company's revenues are denominated
either in United States 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. There can be no assurance that RMB-to-United
States dollar or Hong Kong dollar-to-United States dollar exchange rates will
remain stable. 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.

CONCENTRATION OF CREDIT RISK. All of the Company's revenues are derived in Asia
and Greater China. The Company does not have any single customer that accounts
for more than 10% of its revenues or 10% of its purchases. If the Company was
unable to derive any revenue from Asia and Greater China, it would cause a
significant, financially disruptive effect on the normal operations of the
Company. Based on the current economic environment in China, the Company does
not expect any material adverse impact to its business, financial condition and
results of operations.

ITEM 3.  CONTROLS AND PROCEDURES

We maintain "disclosure controls and procedures," as such term is defined under
Exchange Act Rule 13a-15(e), that are designed to ensure that information
required to be disclosed in our Exchange Act reports is recorded, processed,
summarized, and reported within the time periods specified in the SEC's rules
and forms, and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosures. In
designing and evaluating the disclosure controls and procedures, our management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives and in reaching a reasonable level of assurance our management
necessarily was required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures.

Under the supervision and with the participation of the Company's management,
including our principal executive officer and the principal accounting officer,
the Company conducted an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end
of the period covered by this report (the "Evaluation Date"). Based on this
evaluation, the Company's principal executive officer and principal accounting
officer concluded as of the Evaluation Date that the Company's disclosure
controls and procedures were effective such that the material information
required to be included in our Securities and Exchange Commission ("SEC")
reports is recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to the Company, including our
consolidating subsidiaries, and was made known to them by others within those
entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date. We have not identified any significant
deficiencies or material weaknesses in our internal controls, and therefore
there were no corrective actions taken.


                                       13
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         None.

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

a)       None
b)       None


                                       14
<PAGE>

<TABLE>
                                                                                (d) MAXIMUM
                                                                                 NUMBER (OR
                                                                                 APPROXIMATE
                                                                                DOLLAR VALUE)
                                                                                OF SHARES THAT
                                                         (c) TOTAL NUMBER OF      MAY YET BE
                     (a) TOTAL NUMBER   (b) AVERAGE      SHARES PURCHASED AS    PURCHASED UNDER
                          OF SHARES      PRICE PAID       PART OF PUBLICLY         THE PLANS
        PERIOD            PURCHASED       PER SHARE        OR PROGRAMS (1)        OR PROGRAMS
----------------------------------------------------------------------------------------------
<S>  <C>
July 1 - July 31           1,550           $   2.02              1,550              $701,650
----------------------------------------------------------------------------------------------
September 1 - September 30    10           $   3.02                 10              $701,609
----------------------------------------------------------------------------------------------
Total                      1,560           $   2.03              1,560              $701,609
----------------------------------------------------------------------------------------------
</TABLE>

(1) The Company's Corporate Stock Repurchase Program was announced to the public
on May 4, 2004. The Company is authorized to purchase up to USD$800,000 of its
outstanding shares of common stock.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

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

         None.

ITEM 5.  OTHER INFORMATION

         None.

ITEM 6.  EXHIBITS

(a)      Exhibits

31.1     Certification of Chief Executive Officer Pursuant to Section 302 of
         the Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial Officer Pursuant to Section 302 of the
         Sarbanes-Oxley Act of 2002.

32       Certification of Chief Executive Officer and Chief Financial Officer
         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(b)      Reports on Form 8-K - On September 27, 2004, the Registrant filed a
         report on Form 8-K under item 8.01, Other Events.


                                       15
<PAGE>

                                   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: NOVEMBER 15, 2004                       /S/ TONY TONG
                                              -----------------------------
                                              TONY TONG
                                              CHIEF EXECUTIVE OFFICER
                                              (PRINCIPAL EXECUTIVE OFFICER)

DATE: NOVEMBER 15, 2004                       /S/ WANG SHAO JIAN
                                              -----------------------------
                                              WANG SHAO JIAN
                                              CHIEF FINANCIAL OFFICER
                                              (PRINCIPAL FINANCIAL OFFICER)


                                       16