Pacificnet Inc.
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-134127
Prospectus
Supplement No. 1
(To
prospectus dated December 11, 2006)
PACIFICNET
INC.
3,152,228
Shares of Common Stock
This
prospectus supplement, dated February 7, 2007, supplements the prospectus dated
December 11, 2006 of PacificNet Inc., relating to the resale by selling
shareholders of PacificNet Inc. of up to 3,152,228 shares of our common stock.
You should read this prospectus supplement in conjunction with the prospectus.
This prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information contained in this prospectus supplement
supersedes the information contained in the prospectus. This prospectus
supplement is not complete without, and may not be utilized except in connection
with, the prospectus, including any amendments or additional supplements
thereto.
INVESTING
IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” BEGINNING
ON PAGE 5 OF THE PROSPECTUS FOR A DISCUSSION OF RISKS APPLICABLE TO US AND
AN
INVESTMENT IN OUR COMMON STOCK.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS
IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Private
Placement of Convertible Debentures and Warrants
On
January 31, 2007, the Company delivered a notice to each Holder of its Variable
Rate Convertible Debentures due March 2009 of its election to pay the monthly
redemption amount for each of January and February 2007 in shares of common
stock. Subsequently on February 1, 2007, the Company delivered a notice to
each
Holder of its election to pay the monthly redemption amount for March 2007
in
shares of common stock. An aggregate of 166,012 shares of common stock will
be
issued to the Holders and, following such issuance, may be resold pursuant
to
registration under the Securities Act of 1933, as amended. Such
shares were registered on a Registration Statement on Form S-1 (Reg. No.
333-134127) declared effective on December 8, 2006, of which the prospectus
is
part.