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 1934For the quarterly period ended March 31, 2001 o       TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from  _____ to _____  Commission
File Number:  000-24985 PACIFICNET.COM, INC.(Exact name of small business issuer in
its charter) Delaware (State or other jurisdiction ofincorporation or organization)
  11-2854355 (I.R.S. 
  EmployerIdentification No.)7808 Creekridge Circle, Suite 101 Bloomington, MN(Address of principal executive
  offices)
  55439(Zip Code)
 Registrants Telephone Number:  952-829-5888 (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.  YESxNOo There were
7,937,342 shares of the Companys Common Stock outstanding on May 14, 2001.   TABLE OF CONTENTSPART 1 - FINANCIAL INFORMATIONITEM 1 - FINANCIAL
  STATEMENTSUnaudited Consolidated
  Statements of Operations for the three-month periods ended March 31, 2001 and
  2000Consolidated Balance Sheets as of March
  31, 2001 (unaudited) and December 31, 2000 (audited)Unaudited Consolidated
  Statements of Cash Flows for the three-month periods ended March 31, 2001 and
  2000Notes to Consolidated
  Financial StatementsITEM 2 - MANAGEMENTS
  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSPART II - OTHER INFORMATIONITEM
  1 - LEGAL PROCEEDINGSITEM 2 - CHANGES IN
  SECURITIES AND USE OF PROCEEDSITEM 3 - DEFAULTS UPON SENIOR
  SECURITIESITEM 4 - SUBMISSION OF
  MATTERS TO A VOTE OF SECURITY HOLDERSITEM
  5 - OTHER INFORMATIONITEM 6 - EXHIBITS AND REPORTS
  ON FORM 8-KPACIFICNET.COM,
INC. AND SUBSIDIARIESUnaudited Consolidated Statements
of Operations
(In thousands of United States dollars, except per share amounts)

Three months ended March 31,2001
  2000Revenues:Services Rendered
  $194
  $177Sales of Products and Systems
  1,767
  01,961
  177Cost of Revenues:Services Rendered
  223
  32Sales of Products and Systems
  1,629
  01,852
  32Gross Margin
  109
  145Operating Expenses:Selling, general and administrative
  expenses
  1,068
  383Employee severence costs
  102
  0Depreciation and amortization
  97
  121,267
  395Loss from Operations
  (1,158)
  (250)Share of losses of Affiliated
  Companies
  (12)
  0Interest Income
  77
  64Income before income
  taxes, minority interests and discontinued operations
  (1,093)
  (186)Minority Interests
  12
  0Income before
  discontinued operations
  (1,081)
  (186)Net loss from International Trading
  business operations
  0
  (360)Net Loss
  ($1,081)
  ($546)Basic and Diluted Loss Per Common
  Share:Net loss before discontinued operations
  ($0.14)
  ($0.03)Net loss from discontinued operations
  $0.00
  ($0.07)Net loss
  ($0.14)
  ($0.10)Average number of shares outstanding:
  7,932
  5,489The
accompanying notes are an integral part of these financial statements.

PACIFICNET.COM,
INC. AND SUBSIDIARIESConsolidated Balance Sheets(In thousands of United States dollars)

March 31, 2001
  (Unaudited)
  December 31, 2000ASSETSCurrent Assets:Cash
  $3,346
  $4,197Trade Receivables, net
  114
  344Inventories, net
  376
  365Other Current Assets
  440
  404Total Current Assets
  4,276
  5,310Property and Equipment, net
  667
  692Capitalized Software Development
  Costs
  325
  302Investments in Affiliated Companies
  1,229
  1,241Goodwill
  86
  89Total Assets
  $6,583
  $7,634LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS' EQUITYCurrent Liabilities:Accounts Payable
  $498
  $331Accrued Expenses
  122
  185Net Liabilities of Discontinued
  Operations
  395
  438Total Current Liabilities
  1,015
  954Minority Interest in Consolidated
  Subsidiary
  159
  179Stockholders' Equity:Common Stock, par value $0.0001:  Authorized - 125,000,000 shares  Outstanding - 7,937,342 shares
  $1
  $1Additional Paid-In Capital
  26,560
  26,560Cummulative Other Comprehensive Loss
  (25)
  (14)Accumulated Deficit
  (21,127)
  (20,046)Total Stockholders' Equity
  5,409
  6,501Total Liabilities,
  Minority Interest and Stockholders' Equity
  $6,583
  $7,634The
accompanying notes are an integral part of these financial statements.



PACIFICNET.COM,
INC. AND SUBSIDIARIESUnaudited Consolidated
Statements of Cash Flows(In thousands of United States dollars)

Three months ended March 31,2001
  2000Cash Flows Used in
  Operating activities:Net loss
  ($1,081)
  ($545)Add: loss from discontinued
  operations
  0
  360Loss from continuing operations
  (1,081)
  (185)Adjustments to reconcile loss from
  continuing operations to net cash used in continuing operations:Share of losses of affiliated companies
  12
  0Depreciation
  55
  12Amortization
  42
  0Changes in Current Assets and Current Liabilities:Trade Receivables and Other Current Asssets
  194
  (220)Inventories, net
  (11)
  0Accounts Payable and Accrued Expenses
  104
  50Net Cash Used in Continuing Operations
  (685)
  (343)Net Cash Used in Discontinued Operations
  (43)
  (590)Net Cash Used in Operating Activities
  (728)
  (933)Cash Flows Used in
  Investing Activities:Acquisition of Property
  and Equipment
  (30)
  (92)Acquisition of Capitalized Software Development Costs
  (62)
  0Net Cash Used in Investing Activities
  (92)
  (92)Minority Interest
  (20)
  0Cash Flows Provided
  by Financing Activities:Proceeds from Sale of Common Stock
  0
  286Effect of Exchange
  Rate Changes on Cash
  (11)
  (1)Increase in cash
  (851)
  (740)Cash, beginning of
  period
  4,197
  4,061Cash, end of period
  $3,346
  $3,321The accompanying notes are an integral part
of these financial statements.

PACIFICNET.COM, INC. AND
SUBSIDIARIESNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
(Amounts expressed in United States dollars unless otherwise stated)



1.  BUSINESS DESCRIPTION

The Company was incorporated in the state
of Delaware on April 8, 1987.  Prior to
July 27, 2000, the Company was engaged principally in the manufacturing of
collectible-quality die-cast replicas of cars, trucks, buses, marine products
and other items and was named Creative Master International, Inc. On July 27,
2000, in exchange for all the ownership interests in PacificNet.com LLC,
Creative Master International, Inc. issued 7,166,667 shares of its Common Stock
to the owners of PacificNet.com LLC, which represented in excess of 80% of the
total number of the Company's shares outstanding immediately following the
acquisition. In connection with the acquisition of PacificNet.com LLC, the
Company's name was changed to "PacificNet.com, Inc." in order to
reflect the primary business focus of the Company following the acquisition.

PacificNet.com, Inc. (referred to herein
as PacificNet, PACT or the Company) is an Asian IT solutions and
consulting company that develops and implements full-service IT solutions.  PacificNet has developed a suite of proprietary
e-Commerce software applications, and offers services such as hardware support,
CRM, ERP, customer care, call center, logistics and supply chain management.

PACT's business strategy is to offer
Asian businesses complete e-business solutions, including front-end services
such as Web site design, hosting, product database development and management,
and shopping cart applications, and back-end services such as order processing
and transaction payment processing. PACT has developed a proprietary e-commerce
solution called eMerchant2000TM for small and medium-sized Asian
businesses. A substantial number of small and medium-sized enterprises
("SME's") have signed on to use eMerchant2000TM, and
installations are currently in progress, primarily in Hong Kong and the
Peoples Republic of China (PRC). In addition, PACT has been engaged to
develop B2B e-commerce solutions for certain strategic partners and other major
Asian companies.

2.  BUSINESS COMBINATIONS AND DISPOSITIONS

Acquisition of PacificNet.com LLC.On July 27, 2000, in exchange for all the
ownership interests in PacificNet.com LLC (PLLC), the Company issued
7,166,667 shares of its Common Stock to the former owners of PLLC.This
transaction was accounted for as a purchase and treated as a reverse merger
since the former owners of PLLC controlled over 80% of the total shares of
Common Stock of the Company outstanding immediately following the acquisition
on July 27, 2000. The shares issued by the Company in connection with the
reverse merger of PLLC are not registered under the Securities Act of 1933 and
are subject to restrictions on transferability for a period of one year from
the date of issuance.

The historical financial statements prior
to the reverse merger transaction have been restated to be those of the
accounting acquirer (PLLC).  Historical
stockholders equity prior to the reverse merger has been retroactively
restated (a recapitalization) for the equivalent number of shares received in
the merger after giving effect to any difference in par value of the issuers
and acquirers stock with an offset to additional paid-in capital.

Disposition of Creative Master Business.In September 2000, the Companys Board of
Directors approved a plan to dispose of its die-cast replica manufacturing business
(the Creative Master business).  On
October 2, 2000, the Company sold the Creative Master business to a management
group led by Mr. Carl Tong, former Chief Executive Officer of the Company.  The Creative Master business was acquired as
part of a reverse merger transaction that was completed on July 27, 2000.  As consideration for this business, the
management group i) returned 895,765 shares of common stock with a quoted
market value of approximately $4.9 million, ii) assumed all indebtedness and obligations
of the Company related to the Creative Master business and iii) relinquished
any claim with respect to an intercompany balance of $1.5 million payable by
the Company to Creative Master.

The 895,765 shares of common stock
returned to the Company are held as treasury stock at March 31, 2001 and
represented a 10.14% reduction in the total number of shares outstanding.  The net liabilities and results of
operations for the Creative Master business are reflected as discontinued
operations in the accompanying financial statements.



Laptizen.com Limited.In June, 2000, the
Company completed its acquisition of 55% of Laptizen.com Limited (Laptizen),
a Hong Kong based B2B computer system, e-commerce portal and value added
reseller and service provider for computer systems for consideration of
$320,000.  Laptizen commenced operations
in June, 2000.  No pro forma financial
data is presented as the financial statements of Laptizen prior to June are not
material.

3.  BASIS OF PRESENTATION

Summary.The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial
statements.  Certain information and
footnote disclosures required by generally accepted accounting principles for
complete financial statements have been condensed or omitted.The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect certain reported amounts and
disclosures.  Accordingly, actual
results could differ from those estimates. 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 of
PacificNet for the periods presented have been made.

Continuing
and Discontinued Operations.The results of operations of PacificNet for the three-month periods ended March
31 reflect the following continuing and discontinued operations (disposed of or
terminated subsequent to September 15, 2000):

Continuing Operations:

  E-commerce
solutions business acquired as part of the reverse merger with PLLC on July 27,
2000  The  Companys 55% owned subsidiary, Laptizen.com
Limited (Laptizen), a Hong Kong based B2B computer system , e-commerce portal
and value added reseller and service provider for computer systems. The
Laptizen acquisition occurred on June 1, 2000. 
Operations of Laptizen prior to June 1, 2000 were not significant.Discontinued Operations:

  The
Creative Master business that was disposed of on October 2, 2000.  In consideration for the sale of the
Creative Master business, the Company received 895,795 shares of Company stock
valued at $4.9 million (based on the closing price of PACT of  $5.50 per share on the date of sale) for net
assets with a recorded book value of $18.0 million (including goodwill of $8.3
million), resulting in a loss of approximately $13.4 million.  The
Companys International Trading Group operations, including the North America
China Trade Center (based in Vancouver, British Columbia, Canada) and the B2B
global trading group (based in Minneapolis, Minnesota, USA) discontinued in
September, 2000.  These operations have
been reflected as discontinued in the accompanying financial statements and
include adjustments to reflect the cost of disposal, including the write-off of
previously recorded goodwill, long-term office rentals agreements and leasehold
improvements.Investments
in Affiliated Companies.The Companys investments in affiliated
companies for which its ownership exceeds 20% (PacificNet-NTSC.com Sdn.Bhd
and  Xmedia Holdings Inc.), but are not
majority-owned or controlled, are accounted for using the equity method. The
Companys investments in affiliated companies for which its ownership is less
than 20% (ABCDEnet.com and   APP  China
Group Limited), are accounted for using the cost method.  Under the equity method, the Companys
proportionate share of each affiliates net income or loss and amortization of
the Companys net excess investment over its equity in each affiliates net
assets is included in share of losses of affiliated companies.  The Company assesses the need to record
impairment losses on its investments when indicators of impairment are
present.  Indicators of 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.

Operating
Results for Future Periods.These results are not necessarily indicative
of the operating results that may be expected for the entire year ending
December 31, 2001 and future periods.

Restatement
of Historical Financial Statements.The
historical financial statements prior to the reverse merger transaction have
been restated to be those of the accounting acquirer (PLLC).  Historical stockholders equity prior to the
reverse merger has been retroactively restated (a recapitalization) for the
equivalent number of shares received in the merger after giving effect to any
difference in par value of the issuers and acquirers stock with an offset to
paid-in-capital.

ITEM 2 -  MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. 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.

BASIS OF PRESENTATION

As of March 31, 2001, the Companys
continuing operations consisted of the E-commerce solutions business acquired
as part of the reverse merger transaction with PLLC on July 27, 2000 and the
activities of the Companys 55% owned consolidated subsidiary, Laptizen.com
Limited (Laptizen).  The E-commerce
solutions business commenced operations in July, 1999 and the acquisition of
Laptizen occurred on June 1, 2000 with operations commencing in July,
2000.  Prior to April 1, 2000, the
principal activities of the Company consisted of efforts related to sales and
marketing.

In September, 2000 the Companys Board of
Directors approved plans for the disposal of the Companys Creative Master
business and International Trading Group Operations.  These business segments have been subsequently disposed of or
terminated.  Accordingly, the discussion
that follows relates to the continuing operations of the Company.

THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS
ENDED MARCH 31, 2000

Revenues.  Revenues for the three months ended March
31, 2000 were $1,961,000, an increase of $1,784,000 from $177,000 for the three
months ended March 31, 2000.  For the
three months ended March 31, 2001, revenues consisted of $194,000 derived from
services rendered and $1,767,000 from the sales of products and systems through
its Laptizen subsidiary.

During the three months ended March 31,
2001, all of PacificNets revenue was generated from customers in Asia.

Cost of Revenues.Cost of
revenues for the three months ended March 31, 2001 was $1,852,000 an increase
of $1,820,000 from $32,000 for the three months ended March 31, 2000.  This increase was due to a corresponding
increase in revenues.  Cost of revenues,
as a percentage of revenues, was 115% for services rendered and 92% for the
sales of products and systems through the Laptizen subsidiary for the three
months ended March 31, 2001.

Gross margin for the three months ended
March 31, 2001 was $109,000 a decrease of ($36,000) from $145,000 for the three
months ended March 31, 2000.  Gross
margins for the three months ended March 31, 2001, were comprised of (15)% for
services rendered and 8% for products and systems sold.  The negative margin for services rendered in
the quarter reflects additional costs required to complete fixed price services
contracts.

Operating Expenses.  Operating
expenses totaled $1,267,000 for the three months ended March 31, 2001, an
increase of $872,000 from $395,000 for the three months ended March 31,
2000.   The increase in operating
expenses is primarily related to higher levels of selling, general and
administrative expenses as the result of expectations of higher business
activity levels in 2001 over 2000.

During the three months ended March 31,
2001, the Company instituted cost control measures to reduce its monthly
operating expenses as follows:

  Termination
of 27 Hong Kong based employees representing approximately 36% of the Companys
employees  Sublease of
certain areas within the Hong Kong operations facility  Discontinuation
of substantially all cash based marketing and advertising programsAs of March 31, 2001, the Companys
estimated monthly cash requirement for operating expenses was approximately
$225,000; a decrease of approximately $125,000 from the actual monthly cash
requirement rate for the three-months ended March 31, 2001.

Share
of Losses of Affiliated Companies.The
Companys share of losses of affiliated companies totaled $(12,000) for the three months ended
March 31, 2001, as compared to $0 for the three months ended March 31, 2000.
The increase reflects the Companys 40% share of losses in PacificNet-NTSC.com
Sdn.Bhd, a Malaysian based consulting company and reseller of the Companys
products that was acquired in May, 2000..

Interest
Income.Interest income was $77,000 for the three months ended
March 31, 2001, as compared to $64,000 for the three months ended March 31, 2000.
The increase is due to the higher net cash balances from proceeds received from
the sale of common stock.

Income Taxes.  No tax
provision has been recorded for the three months ended March 31, 2001, as the
result of the cumulative operating loss 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 Interests.   Minority
interests for the three months ended March 31, 2001 totaled $12,000, compared
with $0 for the same period in the prior year and consisted of minority
interest in the earnings of the Laptizen consolidated subsidiary that commenced
operations in July, 2000.

LIQUIDITY AND CAPITAL RESOURCES

Cash.  The Companys cash balance decreased by
($851,000) to $3.3 million at March 31, 2001, as compared to $4.2 million at
December 31, 2000.  Operating activities
used ($728,000) of cash comprised of 
($685,000) for continuing operations and ($43,000) for discontinued
operations.

Working
Capital.The Companys working capital decreased to
$3,261,000 at March 31, 2001, as compared to $4,356,000 at December 31,
2000.  When compared to balances at
December 31, 2000, the decrease in working capital at March 31, 2001 reflects
lower levels of cash ($851,000), net accounts receivable ($230,000), and higher
levels of other current assets ($47,000), offset by higher levels of current
liabilities ($61,000).    The Company
anticipates that as revenue and operating activity levels increase, working
capital financing requirements will also increase.

Property
and Equipment Additions.  For the three months ended March 31, 2001,
additions to property and equipment aggregated $30,000.  The Company does not anticipate material
expenditures for additions to property and equipment over the next year.  These expenditures are estimated to be
$100,000 and will be funded from cash on hand.

Investments
in Affiliated Companies and Goodwill.As of
March 31, 2001, investments in affiliated companies and goodwill aggregated
$1,315,000 as compared to $1,330,000 as of December 31, 2000.  The decrease of ($15,000) reflects the
Company's share of losses of affiliated companies (Pacific Net - NTSC.com
Sdn.Bhd) and amoritization of goodwill.

Commitments
for Additional Funding of Affiliated Companies.
The Company believes that affiliated companies in which it participates will
generate incremental service revenues and product sales for the Company in
2001.  Further, the Company anticipates
that it may enter into additional joint venture arrangements and other
investment structures in the future to further promote the sale and marketing
of PacificNet products and services.

Cash Needs for the Foreseeable Future.As of
March 31, 2001, the Company had approximately $3.3 million of cash.  The Company expects that its cash needs for
the foreseeable future will arise primarily from working capital requirements,
technology development and capital expenditures.  The Company expects that the principal sources of cash will be
cash on hand.  In the event that
additional credit facilities are required, the Company believes that these
additional credit facilities can be negotiated at market rates currently in
effect.  The Company believes that these
sources will be adequate to meet anticipated cash requirements for the
remainder of fiscal 2001.

Inflation.  Inflation has not had a material impact on
PacificNets business in recent years.



Currency Exchange Fluctuations.All of PacificNet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, the currency of the PRC (RMB).  There can be no assurance that the
RMB-to-U.S. dollar rate will remain stable. 
Although a devaluation of the Hong Kong dollar or RMB relative to the
U.S. dollar would be likely to reduce PacificNets expenses (as expressed in
U.S. dollars), any material increase in the value of the Hong Kong dollar or
RMB relative to the U.S. dollar would increase PacificNets expenses, and could
have a material adverse effect on PacificNets business, financial condition
and results of operations.  PacificNet
has never engaged in currency hedging operations and has no present intention
to do so.

Seasonality and Quarterly Fluctuations.  PacificNet has not experienced fluctuations
in quarterly revenues from its e-commerce solutions business since
inception.  The Company believes that
its business is not subject to seasonal and quarterly fluctuations; however,
since the Company has only been in existence since July, 1999, the Company does
not have sufficient operating history to determine whether seasonal and
quarterly fluctuations exist within its business lines.

PART II - OTHER INFORMATION



ITEM 1 - LEGAL PROCEEDINGS

NONE

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

NONE

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 AND
REPORTS ON FORM 8-K

(a)         Exhibits

The
following exhibits are filed as part of this report:

Exhibit
  Number
  Description2.1
  Share
  Exchange Agreement by and among Davin Enterprises, Inc., Carl Tong, Leo Kwok
  and Acma Strategic Holdings Limited dated December 15, 1997. (1)2.2
  Share
  Exchange Agreement dated February 17, 2000, between Registrant and holders of
  membership interests in PacificNet.com LLC. (3)2.3
  Supplement
  to Share Exchange Agreement dated April 29, 2000, between Registrant and
  holders of membership interests in PacificNet.com LLC. (3)2.4
  Agreement
  dated September 30, 2000, among the Company and the "Purchasers"
  named therein. (4)2.5
  Supplemental
  Agreement dated October 3, 2000, among the Company and the
  "Purchasers" named therein. (4)2.6
  Deed
  of Waiver, dated October 3, 2000, by Creative Master Limited in favor of the
  Company. (4)3.1
  Certificate
  of Incorporation, as amended. (3)3.2
  By
  Laws of the Company. (5)3.3
  Amendment
  to By Laws of the Company. (2)4
  Specimen
  Stock Certificate of the Company. (6)10.1
  Form
  of Indemnification Agreement with officers and directors. (1)10.2
  Amendment
  to 1998 Stock Option Plan. (6)10.3
  Form
  of Notice of Stock Option Grant and Stock Option Agreement under the 1998
  Stock Option Plan. (3)10.4
  Warrant
  Agreement between the company and Cruttenden Roth Incorporated, including the
  Representative's Warrant. (2)10.5
  Underwriting
  Agreement, dated December 22, 1998, among the Company and the underwriters
  named therein. (2)10.6
  Sub-Lease
  Agreement LDA-2 dated September 22, 2000. (6)10.7
  Sub-Lease
  Agreement LDA-3 dated May 8, 2000. (6)23
  Consent
  of Arthur Andersen & Co. (6)





(1)
  Incorporated by reference to the Company's Form SB-2 filed on October 21,
  1998.(2)
  Incorporated by reference to the Company's Form 10-KSB filed on March 30,
  1999.(3)
  Incorporated by reference to the Company's Form 8-K filed on August 11, 2000.(4)
  Incorporated by reference to the Company's Form 8-K filed on October17, 2000.(5)
  Incorporated by reference to the exhibits of the Company's registration
  statement (file no. 33-14521-NY).(6)
  Incorporated by reference to the Company's Form 10-KSB filed on March 30,
  2001.(b)        Reports on Form 8-K:

The Company did not file any reports on
Form 8-K during the three months ended March 31, 2001.

SIGNATURES

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





PACIFICNET.COM, INC.Date:
  May 14, 2001
  By:
  /s/ TONY TONGTony
  TongChief
  Executive OfficerDate:
  May 14, 2001
  By:
  /s/ CHARLES W. MUELLERCharles
  W. MuellerChief
  Financial Officer