Item
2.01 Completion of an Acquisition or Disposition of
Assets
As of
April 10, 2008, the registrant has not received the agreed upon shares of
Octavian International Limited due to certain regulatory delays in the Cypress
government which is the jurisdiction that administers the share registration and
transfer of Emperor Limited, the legal owner of
Octavian. Accordingly, the registrant has announced that the
acquisition of Octavian International Limited has not been
completed.
Item
2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement
On April
3, 2008, the Company received notices of acceleration under certain outstanding
Amended and Restated Variable Rate Convertible Debentures due March 2009 from
three of the debentureholders and subsequently received further acceleration
notices from all but one of the other debentureholders. The
debentures were originally issued in a private placement in March
2006. Pursuant to the terms of the debentures, the registrant was
obligated to make monthly redemption payments commencing on January 1, 2007, and
monthly interest payments commencing on March 1, 2007, until the debentures are
redeemed in full.
As of the
date of the notices, the registrant was in default in the payment of the monthly
interest and redemption amount on the debentures, which entitles the holders
thereof to accelerate the maturity of all amounts due under the
debentures. In accordance with the terms of the debentures, these
holders have demanded immediate payments in cash of the outstanding principal
amount of the debentures, plus accrued but unpaid interest, liquidated damages
and other amounts owing in respect thereof through the date of acceleration at
the mandatory default rate. The registrant has calculated this amount
as of the date of this Current Report to be $5,323,052.
Item 5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.
On April
1, 2008, the registrant received notification from Daniel Lui that effective
immediately, has resigned from his position as Chief Financial Officer of
PacificNet and other positions with PacificNet’s subsidiaries. There
were no disagreements between Mr. Lui and the registrant on any matter relating
to the registrant’s operations, policies or practices, which resulted in his
resignation. Mr. Lui has agreed to remain with the registrant
until April 30, 2008 to assist in transition issues.
The Board
of Directors of the registrant has appointed Phillip Wong to serve as Chief
Financial Officer. Mr. Wong has served as president of Shenzhen G-Lot
Technology Limited, a leading provider of lottery technology and systems in
China serving the Welfare and Sports Lottery markets. Mr. Wong was formerly the
General Manager of Jademan – Culturecom, a
company listed on the Hong Kong Stock Exchange. Mr. Wong has a Post Graduate
Diploma in General Management from Macquarie University of Australia. He is also
a Fellow of the Chartered Institute of Management Accountants of the UK since
1986 as well as a Fellow of the Hong Kong Institute of Certified Public
Accountants. Mr. Wong was awarded the Ten Outstanding Young Persons' Award in
Hong Kong and was elected Vice-Chairman of the Ten Outstanding Young Persons
Association in the late 1980's.
Mr. Wong
has not had a direct or indirect material interest in any transaction or series
of transaction since the beginning of PacificNet’s last fiscal year, or any
currently proposed transaction or series of similar transactions to which
PacificNet or any of its subsidiaries was or is to be a party, in which the
amount involved exceeds $60,000.
Item
9.01. Financial Statements and Exhibits.
The
following exhibit is furnished herewith:
99.1
Press release dated April 10, 2008
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
PACIFICNET
INC.
By: /s/ Victor
Tong
Name:
Victor Tong
Title: President
Dated:
April 14, 2008