PROXY STATEMENT

FOR

THE SOLICITATION OF SHAREHOLDER VOTE

FOR THE ACQUISITION OF WYNDSTORM CORPORATION,

A 20 TO 1 REVERSE SPLIT OF THE COMPANY’S COMMON STOCK,

CONVERSION OF CERTAIN DEBT AND ISSUANCES OF SHARES FOR SERVICES,

ELECTION OF 4 NEW DIRECTORS AND

APPOINTMENT OF AUDITORS

This Proxy Statement (the “Proxy Statement”) is furnished to the shareholders of PacketPort.com, Inc., a Nevada corporation (the “Company”), by the Board of Directors (the “Board”) in connection with the solicitation by the Company of the vote, in person or by proxy, of the shareholders. The shareholders are being asked to vote their shares on the following proposals:

1.  The Company’s acquisition of Wyndstorm Corporation (“Wyndstorm”) by means of a merger with a wholly-owned subsidiary of the Company;

2.  A twenty to one (20 to 1) reverse split of the Company’s common stock following approval of the Merger (the “Reverse Split”);

3.  The (a) conversion of an aggregate amount of $4,296,609 of the indebtedness of the Company held by the persons and entities and upon the terms set forth on page 22 hereof into an aggregate of 779,287 shares of common stock and (b) issuance of an aggregate of 355,000 shares of common stock for services rendered to the Company to certain parties as set forth on page 22 hereof (collectively, the “Share Issuances”), each following the approval of the Merger and the Reverse Split;

4.  The election of four (4) new directors of the Company following approval of the Merger; and

5.  The appointment of Demetrius & Company, LLC, Wayne, New Jersey, Certified Public Accountants, following approval of the Merger as the Company’s auditors for fiscal year 2008.

A copy of the Agreement and Plan of Merger, pursuant to the principal terms of which the Company will acquire Wyndstorm is attached as Exhibit A to this Proxy Statement.  We sometimes refer to our acquisition of Wyndstorm through its merger with our wholly-owned subsidiary as the “Wyndstorm Acquisition” or the “Merger” and the agreement as the “Agreement and Plan of Merger”.  Please also refer to the other exhibits referenced in the table of contents.

The Company intends to distribute this Proxy Statement and the accompanying Proxy Card commencing on or about January 21, 2007, to the holders of record of the Common Stock as of the close of business on January 17, 2007. This date is referred to as the “record date.” The votes of shareholders representing a majority of the outstanding shares of Common Stock at the record date are required to approve the Merger and each of the four other proposals.  Please also note that each of the proposals is conditioned upon the approval of the other proposals.  Thus, every proposal must be approved before any of the proposals become effective.  

Only shareholders of record as of January 17, 2007, are entitled to vote, in person or by proxy, to withhold their vote, or to change their vote in person on the proposals. Shareholders are entitled to one vote for each outstanding share of Common Stock held at the record date.  As of the record date there were 22,107,520 issued and outstanding shares of Common Stock.

3

Beneficial shareholders owning of record 6,054,334 of the 22,107,520 outstanding common shares of the Company as of the record date (or approximately 27%), have indicated that they intend to vote for the Merger, as well as the post-Merger proposals including the Reverse Split, the Share Issuances, the election of four new directors and the appointment of the auditors.

SUMMARY OF THE TERMS OF THE WYNDSTORM CORPORATION ACQUISTION

This summary highlights selected information contained in this Proxy Statement and the in the Agreement and Plan of Merger, dated as of October 31, 2007 (the “Agreement and Plan of Merger”), among us, our wholly owned subsidiary, Packetport Acquisitions, Inc. (the “Merger Sub”) and Wyndstorm Corporation (“Wyndstorm”) concerning our acquisition of Wyndstorm through its merger with the Merger Sub. To fully understand the Wyndstorm Acquisition and for a more complete description of the terms of the Wyndstorm Acquisition, please carefully read this Proxy Statement and the Agreement and Plan of Merger, which is attached hereto as Exhibit A, and the other documents described herein.

The Parties to the Wyndstorm Acquisition (page 11)

•

PacketPort.com, Inc., a Nevada Corporation, our wholly owned subsidiary, Packetport Acquisitions, Inc., a Delaware corporation and Wyndstorm Corporation, a Delaware Corporation.

Closing of the Merger; Effective Date (page 11)

•

The Wyndstorm Acquisition will become effective promptly following the shareholder’s approval of the Wyndstorm.

Business to be Acquired by the Merger Sub; Conduct of Business Subsequent to Closing (page 11)

•

All of the assets related to Wyndstorm’s business.

Liabilities to Remain on Books (page 12)

•

Except for those liabilities being converted into equity as set forth herein, all liabilities related to the operation of the business to be acquired and as set forth on the audited balance sheet of the Company for the six months ended June 30, 2007 and all liabilities incurred from such date through the date of the Merger shall remain on the Company’s books following the Merger.

Acquisition Price (page 12)

•

We will issue 13,757,923 of common shares to the shareholders of Wyndstorm (the “Wyndstorm Shareholders”) to consummate the Wyndstorm Acquisition so that Wyndstorm Shareholders will own eighty six (86%) percent of our outstanding common shares following the Merger.

Change in Control (page 12)

•

As a result of issuing 13,757,923 new common shares to the Wyndstorm Shareholders, there will be a change in control of Packetport.Com, Inc. and new management will assume control over the operations of the Company.

•

We have agreed that our officers and directors shall resign their positions at closing and new officers and directors from Wyndstorm shall be appointed.

Representations and Warranties (page 13)

•

The Agreement and Plan of Merger contains the customary representations and warranties.

4

Covenants (page 13)

•

The Agreement and Plan of Merger contains customary covenants.

Closing Conditions (page 13)

The Agreement and Plan of Merger is subject to the prior satisfaction or waiver of certain customary conditions and additional conditions, including:

•

Each party’s respective representations and warranties of the parties contained in the Agreement and Plan of Merger shall be true in all material respects as of the closing; and

•

Each party shall have performed or complied in all material respects with all covenants and agreements required to be performed under the Agreement and Plan of Merger.

Termination (page 13)

•

The Agreement and Plan of Merger may be terminated by the mutual consent of the parties, or by any party if a party breaches a covenant or fails to meet and does not waive a condition of closing.

•

In addition, the Agreement and Plan of Merger may be terminated if we do not, for whatever reason, receive shareholder approval to all five of the matters discussed in this Proxy Statement.

QUESTIONS AND ANSWERS ABOUT THE WYNDSTORM ACQUISITION

AND THE CONSENT SOLICITATION

The following are some commonly asked questions that may be raised by shareholders and answers to each of those questions:

WHEN AND WHERE IS THE MEETING OF SHAREHOLDERS BEING HELD?

The special meeting of shareholders of Packetport.Com, Inc. will be held on February 19, 2008, at 10:00 a.m., Eastern Standard Time, at offices of the Company at 587 Connecticut Avenue, Norwalk, Connecticut 06854.

WHAT IS THE PURPOSE OF THE SPECIAL MEETING?

The special meeting is being held for a vote on the following proposals:

1.  The Company’s acquisition of Wyndstorm Corporation (“Wyndstorm”) by means of a merger with a wholly-owned subsidiary of the Company;

2.  A twenty to one (20 to 1) reverse split of the Company’s common stock following approval of the Merger (the “Reverse Split”);

3.  The (a) conversion of an aggregate amount of $4,296,609 of the indebtedness of the Company following approval of the Merger and Reverse Split into an aggregate of 779,287 shares of common stock and (b) issuance of an aggregate of 355,000 shares of common stock to certain parties for services rendered to the Company, each following approval of the Merger and Reverse Split;

4.  The election of four (4) new directors of the Company following approval of the Merger; and

5.  The appointment of Demetrius & Company, LLC, Wayne, New Jersey, Certified Public Accountants, following approval of the Merger as the Company’s auditors for fiscal year 2008.

WHAT DATE WAS THE PROXY STATEMENT FIRST SENT TO THE SHAREHOLDERS?

The date on which this proxy statement was first sent or given to shareholders was January 21, 2008.

WHO CAN VOTE AT THE SPECIAL MEETING?

5

Only holders of record of our common stock listed on the books of the Company at the close of business on January 17, 2008, the record date, will be entitled to notice of, and to vote at, the special meeting.

As of the record date, there were outstanding 22,107,520 shares of common stock.

WHO IS SOLICITING MY VOTE?

The accompanying proxy is being solicited by the Board for use at the special meeting that is the subject of this proxy statement and any adjournments thereof.

HOW ARE VOTES BEING SOLICITED?

In addition to solicitation of proxies by mail, certain directors, officers, representatives and employees of the Company may solicit proxies by telephone and personal interview.  Such individuals will not receive additional compensation from the Company for solicitation of proxies, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation.  Banks, brokers and other custodians, nominees and fiduciaries also will be reimbursed by the Company for their reasonable expenses for sending proxy solicitation materials to the beneficial owners of the Company common stock.

WHO IS PAYING THE SOLICITATION COST?

The expense of preparing, printing and mailing proxy solicitation materials will be borne by Wyndstorm. We estimate that the cost of this proxy solicitation will be $30,000.

HOW MANY VOTES DO I HAVE?

Each share of the Company’s common stock is entitled to one vote upon each of the matters to be voted on at the special meeting.

HOW DO I VOTE?

You may vote by signing, dating and returning the enclosed proxy card in the enclosed envelope or attending the special meeting in person.

CAN I CHANGE MY VOTE?

Any shareholder giving a proxy has the power to revoke it at any time before it is voted by (1) notifying us in writing of such revocation, (2) submitting a later dated proxy card or (3) attending the special meeting in person and voting in person.  Notices to us should be directed to Martin Smiley, Special Counsel to PacketPort.com, Inc. at 587 Connecticut Avenue, Norwalk, CT 06854.  Shareholders who submit proxies and attend the special meeting to vote in person are requested to notify Mr. Smiley at the special meeting of their intention to vote in person at the special meeting.

HOW MANY VOTES IN FAVOR OF THE PROPOSAL ARE REQUIRED TO APPROVE THE WYNDSTORM ACQUISITION?

Approval of the Wyndstorm Acquisition will require the affirmative votes of the holders of a majority of our common stock voting, either in person or by proxy, at the special meeting. Please also note that each of the proposals is conditioned upon the approval of the other proposals.  Thus, every proposal must be approved before any of the proposals become effective.  

6

HOW MANY VOTES IN FAVOR OF THE FOUR ADDITIONAL PROPOASLS ARE REQUIRED FOR APPROVAL?

Approval of the four additional proposals will require the affirmative votes of the holders of a majority of our common stock voting, either in person or by proxy, at the special meeting. Please also note that each of the proposals is conditioned upon the approval of the other proposals.  Thus, every proposal must be approved before any of the proposals become effective.  

HOW ARE ABSTENTIONS COUNTED?

Abstentions will have the effect of a vote “Against” the proposal.

HOW MANY VOTES MUST BE PRESENT TO HOLD THE SPECIAL MEETING?

The presence, in person or by proxy, of a majority of the outstanding shares of the Company common stock is required for a quorum to approve the Merger, the Share Issuances, the Reverse Split, the appointment of the four (4) new directors and the approval of the auditors.  Beneficial shareholders owning on the Record Date approximately 27% of our outstanding common shares have indicated that they intend to vote for our acquisition of Wyndstorm.  This means, however, that if we do not, for whatever reason, receive shareholder approval to all five of the matters discussed in this Proxy Statement, Wyndstorm may terminate the Agreement and Plan of Merger.  If the Wyndstorm Acquisition is terminated, the Company will have to seek a different business opportunity, possibly raise funds to sustain its limited operations, in which case, the Company’s financial condition and plan of operations may suffer a material adverse effect.

WHAT WILL HAPPEN TO MY SHARES IF THE WYNDSTORM ACQUISITION AND REVERSE SPLIT ARE APPROVED?

Shareholders will not realize any dilution in their percentage of ownership of the Company or in their voting rights as a result of shareholder approval to reverse split the common stock of the Company by twenty to one (20 to 1).  A shareholder who owns 1% of the Company’s common stock immediately prior to the Reverse Split will continue to own 1% of the Company’s common stock immediately after the Reverse Split.  The Reverse Split will result in the shareholders of the Company receiving one new share of the Company’s