UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549

                                   FORM 10-QSB


                                   (Mark One)
         [X]  QUARTERLY  REPORT  UNDER  SECTION  13 OR 15(d)  OF THE
              SECURITIES EXCHANGE ACT OF 1934

                    For the Quarter Ended December 31, 2002
                    ---------------------------------------


       [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
      For the transition period from _________________ to _________________


                        Commission file number: 000-29915
                        ---------------------------------

                      CHINA XIN NETWORK MEDIA CORPORATION
                      -----------------------------------
        (Exact name of small business issuer as specified in its charter)


            FLORIDA                                     65-0786722
-------------------------------           --------------------------------
(State or other jurisdiction of           (IRS Employer Identification No.)
 incorporation or organization)


          1000 de la Gauchetiere West, 24th Floor, Montreal, Quebec H3B 4W5
          -----------------------------------------------------------------
                 (Address of principal executive offices)


                     Tel: (514) 398-0515 Fax: (514) 398-9901
                     --------------------------------------
                           (Issuer's telephone number)





APPLICABLE ONLY TO CORPORATE  ISSUERS State the number of shares outstanding
Of each of the  issuer's  classes of common  equity,  as of the latest
Practicable date: 76,552,155 as of January 7, 2003.



Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]





<PAGE>

TABLE OF CONTENTs

PART I-- FINANCIAL INFORMATION...........................................2
   Item 1. Financial Statements..........................................2
   Item 2. Plan of Operation.............................................3
PART II-- OTHER INFORMATION..............................................5
   Item 1. Legal Proceedings.............................................5
   Item 3. Defaults Upon Senior Securities...............................5
   Item 4. Submission of Matters to a Vote of Security Holders...........5
   Item 5. Other Information.............................................5
   Item 6. Exhibits and Reports on Form 8-K..............................5
   SIGNATURES............................................................5



PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

At the end of this filing are attached the financial statements for China Xin
Network Media Corporation and subsidiary, for the period ending December 31,
2002,which are submitted in compliance with item 310 (b) of Regulation SB.

               China Xin Network Media Corporation and Subsidiary
                          (A Development Stage Company)

                              Financial Statements
                               December 31, 2002

Contents
Review Engagement Report                                                   F-1
Unaudited Consolidated Interim Balance Sheet                               F-2
Unaudited Consolidated Interim Statements of Operations and
  Comprehensive Income (Loss)                                              F-3
Unaudited Consolidated Interim Statement of Stockholders' Deficiency       F-4
Unaudited Consolidated Interim Statement of Cash Flows                     F-5
Unaudited Consolidated Interim Notes to Financial Statements             F-6-9



















                                       -2-



<PAGE>



Item 2. Plan of Operation.

The Company
-----------
CHINA XIN NETWORK MEDIA CORPORATION (the Company) is a Florida
registered company. The Company is a provider of financial, economic
and business information on the Peoples Republic of China.  CXN
presently operates from its head office in Montreal through its wholly
owned Canadian subsidiary, China Xin Network (Canada) Inc.

The Company was incorporated on October 19, 2000, to acquire the
exclusive commercialization rights to the most reliable and timely
financial, economic and business financial information on the People's
Republic of China, published by an agency of the People's Republic of
China, the China Economic Information Network (CEINet).

CXN is a development stage company, which means it is in the process of
developing  and growing its business. The company has incurred losses since
its inception, and it anticipate that it will continue to incur losses in
the foreseeable future. CXN will be unable to continue as a going concern
if it is unable to earn sufficient revenues from its operations or raise
additional capital through debt or equity financings to meet its working
capital obligations. Management is addressing this concern with a plan of
equity and debt financing.

Operations
----------
CXN Media has drastically cut back on its operations. It presently operates
from its offices in Montreal. In collaboration with CEINet, content is managed
directly in Montreal. Management is presently in discussions on the future
collaboration with CEINet, with respect to content procurement and management.

The President of the Company concluded a new arrangement with CEINet, where
CXN Media will launch a new joint venture providing custom market research on
Mainland China, to companies seeking to enter the market or expand their market
share.

Capital Needs
-------------
At the end of December 31, 2002, the company had Current liabilities of
$513,490 and approximately US$170 of Cash. Subsequent to the year end,
the President & CEO,  Mr. George Lee provided an interest free loan CDN$10,000
to cover rent, telephone and other expenses related to keeping the
offices of CXN operational. Total loans by directors has increased to over
$86,000 by December 31, 2002

CXN will be unable to continue as a going concern if it is unable to earn
sufficient revenues from its operations or raise additional capital through
debt or equity financings to meet its working capital.

In the mean time it is expected that management will provide sufficient
cash interim loans or convertible loans to keep the operations open, until
more permanent solution is attained.

On February 12, 2003, the Company signed a letter of intent with a US
investment fund for US$10,000,000, subject to dueligence.




                                      -3-

<PAGE>



Product Research & Development
-------------------------------
CXN does not plan to launch any new products or services until funding issues
are resolved.

The Panpac Media, Smart Investor magazine, acquisition was terminated by CXN,
following due diligence review in November 2002.


Other Developments
-------------------
Subsequent to the quarter ending On November 2, 2002, the  Company  signed
a letter of intent to acquire Benchmark  Capital  Consulting,  Inc., a
consulting and merger and  acquisition advisory firm located at 100 Wall Street,
New York, New York.  Benchmark Capital Consulting, Inc. is a wholly owned
subsidiary of Benchmark Global Capital Group.

On January 17, 2003, CXN Media announced that it cancelled the deal after the
60 day period elapsed, with no formal deal concluded.

On January 24, 2003, CXN Media announced it had made a new arrangement with
Its China based partner, CEINet, to create a new joint venture to supply
custom market research on mainland China to companies seeking to enter the
Chinese market or expand their services.

The Company also engaged the services of Mr. Terrence Byrne as CFO,
Dr. Len Sellers as COO and CTO, and Charles David Doran as Director
of Marketing.

On February 12, 2003, the Company signed a letter of intent with a US
investment fund for US$10,000,000, subject to dueligence.

Staff
------
The company at the moment is operating with a basic staff of 5 persons.
Mr. George Lee and Mr. Bill Mavridis operate out of the Montreal office.
Mr. Terence Byrne and Mr Charles David Doran are temporarily working out
of their Home offices in Georgia. Dr. Len Sellers is also working out
his office in San Francisco.

The staffing situation will not change further until proper funding for
the company is arranged.

PART II -- OTHER INFORMATION

Item 1. Legal Proceedings.
Not Applicable

Item 2. Changes in Securities.
Not Applicable

Item 3. Defaults Upon Senior Securities
Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable

Item 5. Other Information.
Not Applicable


                                       -4-
<PAGE>


Item 6. Exhibits and Reports on Form 8-K.

In the first quarter, the Company filed an 8-K on September 10, 2002,to announce
the resignation of Director and Chairman of the Company, Mr. Raymond Boisvert.

Subsequent to the end of the quarter 3 more seperate 8-K filings were made. On
November 5, 2002 an 8K was filed announcing the resignation of Mr. Jean-Francois
Amyot, as Director and CEO & Chairman. Mr. George Lee Assumed that post on
October 25, 2002.

The second filing was made on November 2, the anouncement was made to present
the contract and details of the binding letter of intent. It was also announced
in thet 8-K that Mr. David Dingwall resigned from the board of directors.

On January 9, 2003, the Company filed an 8-K to announce an S-8 filing to
Provide compensation to Terence Byrne.








                                             SIGNATURES


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


                                     CHINA XIN NETWORK MEDIA CORPORATION

Date: February 12, 2003               /s/ GEORGE LEE
                                     ----------------------
                                     Mr. George Lee, President & CEO





















                                       -5-

<PAGE>



                        China Xin Network Media Corporation
                                  and Subsidiary
                             (A Development Stage Company)
                       Consolidated Interim Financial Statements
                        For the Period Ended December 31, 2002
                                        and
                      Cumulative Period From October 19, 2000
                                 (date of inception)
                                to December 31, 2002

               China Xin Network Media Corporation and Subsidiary
                          (A Development Stage Company)

Financial Statements
December 31, 2002

Contents
Review Engagement Report                                                   F-1
Unaudited Consolidated Interim Balance Sheet                               F-2
Unaudited Consolidated Interim Statements of Operations and
  Comprehensive Income (Loss)                                              F-3
Unaudited Consolidated Interim Statement of Stockholders' Deficiency       F-4
Unaudited Consolidated Interim Statement of Cash Flows                     F-5
Unaudited Consolidated Interim Notes to Financial Statements             F-6-9





























<PAGE>
                    REVIEW ENGAGEMENT REPORT


To the Shareholders of
China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)


I  have  reviewed the consolidated interim  balance
sheet  of China Xin Network Media Corporation   and
Subsidiary  (a  development stage  company)  as  at
December 31,  2002  and the consolidated  interim
statements  of operations and comprehensive  income
(loss)  and  cash flows for the period  then  ended
from  October  19,  2000  (date  of  inception)  to
December   31, 2002.  My  review  was   made   in
accordance with generally accepted standards in the
Unites States of America for review engagements and
accordingly   consisted   primarily   of   enquiry,
analytical  procedures  and discussion  related  to
information supplied to me by the Company.

A   review   does  not  constitute  an  audit   and
consequently I do not express an audit  opinion  on
these interim consolidated financial statements.

Based  on  my  review,  nothing  has  come  to   my
attention  that  causes me to  believe  that  these
interim consolidated financial statements are  not,
in   all  material  respects,  in  accordance  with
generally  accepted accounting  principles  in  the
United States of America.

/s/Franco La Posta
- ---------------
Chartered Accountant
Franco La Posta, CA


Montreal, Quebec, January 21, 2003


                                      - F1 -















<PAGE>
             China Xin Network Media Corporation and Subsidiary
                       (A Development Stage Company)


<TABLE>
Consolidated Interim Balance Sheet
<CAPTION>
As at Decemebr 31, 2002
(Unaudited)
                                                        Dec 31,2002
                                                            US$
                                                        -----------
                                                       <C>
<S>
Assets
Current

 Cash                                                   $     170
 Accounts Receivable                                        2,279
 Receivable use tax                                         8,638
                                                        ---------
                                                           11,087

 Capital Assets (Note 2 (d) )                             113,262
                                                        ---------
                                                        $ 124,349

Liabilities

Current

  Due to officers and employees                            86,323
  Other short term loans                                  194,788
  Accounts payable                                      $ 232,379
                                                        ---------
                                                          513,490
                                                        ---------

Shareholders' Deficiency

  Common stock - $.001 par value, 150,000,000 Shares
  Authorized - Shares issued and outstanding-76,552,155    76,552
  Paid-in capital deficency                               991,197
  Accumulated deficit during the development stage     (1,456,890)
                                                        -----------
                                                         (389,144)
                                                        -----------
                                                        $ 124,349
</TABLE>

See accompanying notes

Approved on Behalf of the Board:

/s/ GEORGE LEE Director
-----------------------
GEORGE LEE
                                    -F2-


<PAGE>

               China Xin Network Media Corporation  and Subsidiary
                        (A Development Stage Company)

<TABLE>
Consolidated  Interim  Statements of Operations  and  Comprehensive  Income
(Loss)
(Unaudited)
<CAPTION>


		From              From              Cumulative
		July 1, 2002      July 1, 2001      period ended
		to                to                October 19,2000
		December 31,2002  December 31,2001  to December 31, 2002
		US$                    US$   		  US$
                ----------------- ----------------- ---------------------
		<C>               <C>               <C>
<S>
Income	        $   -             $        -         $   35,067



Expenses

Selling,general
and admin.
expenses        (110,238)         (175,940)           (1,491,957)


Loss before
Provision for
Income Taxes    (110,238)         (175,940)           (1,491,957)


Provision for
Income Taxes       -                  -                    -


Comprehensive
Net (Loss)      (110,238)          (175,940)           (1,491,957)
                =========          =========           ===========

Basic:

Net loss        $ (.00)            $  (.00)	           $(0.00)
Fully Diluted   $ (.00)	           $  (.00)	           $(0.00)

Weighted Avg
Number of
Common Shares
Outstanding     76,552,155         76,552,155            76,552,155

Fully Diluted
Weighted Aveg.
Number of
Common Shares

See accompanying
notes
		76,552,155          76,552,155           76,552,155
</TABLE>

                                    - F3 -

<PAGE>

		China Xin Network Media Corporation and Subsidiary
			(A Development Stage Company)

<TABLE>
Consolidated Interim Statements of Stockholders' Deficiency
For the Period from October 19, 2000 to December 31, 2002
(Unaudited)
<CAPTION>

                                                               US$
                                                       	       Accumulated US$
                                              	   US$	       Deficit	   Accumulated    US$
                                       		   Additional  during the  other 	  Stock        	US$
                        Common Stock  US$          Paid-in     Development Comprehensive  Subscriptions Stockholders'
                          Shares      Amount       Capital     Stage  	   Income(Loss)   Receivable    Deficiency
                                       $           $           $           $              $             $
                          ----------  -----------  ----------- ----------- -------------- ------------  -----------
			  <C>	       <C>         <C>         <C>         <C>            <C>           <C>
<S>
Balances at June 30,2002  56,877,109   56,877      297,013     (1,241,247)                         	(887,357)

Loss for the period
ending September 30,
2002                                                            (105,405)        -            -         (105,405)

Loss for the period
October 1,2002-
December 21, 2002                                  (110,238)        -            -            -         (110,238)

Issuance of Common
Stock in exchange
For debt.and services     19,675,046   19,675       694,186         -            -            -           713,859


                          76,552,155   76,552       991,197     (1,456,890)      -            -          (389,141)

</TABLE>
See accompanying notes



                                                 - F4 -


<PAGE>
		 China Xin Network Media Corporation and Subsidiary
			(A Development Stage Company)
<TABLE>
Consolidated Interim Statements of Cash Flows
For the Period Ended
(Unaudited) From
<CAPTION>
                                		From                			Cumulative
 				       		July 1, 2002        July 1, 2001 	period ended
                                       		to           	    to     		October 19, 2000
                                       		Dcember 31,         December 31,        to
				       		2002                2001          	December 31, 2002
                                                US$                 US$                 US$
                                                <C>                 <C>                 <C>
<S>
Cash Flows from Operating Activities

Net loss                         		(110,238)   	    (175,940)     	(1,456,890)
Adjustments to reconcile net loss to net
   cash used for operating activities:
 	Depreciation    			   9,763               2,688   		    43,888
    	Increase in recoverable use tax 	   7,860              (3,851)        	     8,638
        Increase in accrued expenses        	  (4.875)             (31,422)             233,379
     	Decrease   in  accrued  expenses
	- related  parties   			   9,006              (14,364)                -
        Decrease in accounts receivable              -                   -                   2,269
        Decrease in prepaid and deposits             979               9,339                  -
        Increase in advances to officers          38,334                -                     -
        Increase in amounts due to officers
        and employees                             58,656               1,912                 86,323
        Net cash used for operating activities	     479	    (211,908)           (1,083,393)
                                                ---------	    ---------	        -----------
Net Cash used for Operating Activities

Cash Flows from Investing Activities

   Purchase  of  capital assets                     (778)             (7,881)             (164,787)
                                               ----------             -------             ---------
Net Cash used for Investing Activities

Cash Flows from Financing Activities
      Write-off deficit to Paid-in-Capital                          139,877                139,877
      Write-off comprehensive income to Paid in Capital              10,807                 10,807
      Write-off stock subscription receivable                       196,349                196,349
      Increase in bank indebtedness                                  (3,088)               (20,119)
      Increase in short term loans                                                         194,788
      Decrease in loans-related party                                                      (37,247)
      Decrease in loans payable                 (643,892)            300,661                  -
      Increase in capital stock                    8,832              19,754                67,269
      Increase in paid-in capital                635,060            (366,787)              696,626
                                                 -------             -------             ---------
                                                    -                297,573             1,248,350
						 -------	     -------             ---------
Net Cash Provided by Financing Activities

Net(Decrease)Increase in Cash                       (299)             77,784                   170
Cash Beginning of Period                             469                -                       -
Cash End of Period                                   170              77,784                   170

Supplemental disclosure of non-cash flow information:
  Cash paid during the year for:
    Interest                      	        $   -                $   -                   $ -
    Income taxes                                $   -                $   -                   $ -
                                                $-                   $   -                   $ -
</TABLE>
See accompanying notes                                -F5-

<PAGE>
		China Xin Network Media Corporation and Subsidiary
			(A Development Stage Company)

Notes to Consolidated Interim Financial Statements
As at December 31, 2002
(Unaudited)

1. Background and Organization


   China  Xin  Network  Media  Corporation  (the  Company)  is  a  Florida
   registered  company. The Company is a  provider of financial,  economic
   and  business  information on China.  CXN presently operates  from  its
   operating  company  whose head office is located in  Montreal  .  These
   consolidated  financial statements represents the transactions  of  its
   wholly owned Canadian subsidiary, China Xin Network (Canada) Inc.

   The  Company  was  incorporated on October 19,  2000,  to  acquire  the
   exclusive  commercialisation rights to the  most  reliable  and  timely
   financial,  economic  and  business  financial  information  on  China,
   published  by  an agency of the People's Republic of China,  the  China
   Economic  Information Network (CEINet).  On May 25, 2001,  the  Company
   signed an exclusive agreement with CEINet.
   Under  the  terms of the agreement, the Company will be  the  preferred
   provider  of  financial, economic and business  information  on  China.
   Subscribers  will  depend  on the Company's  financial  news,  in-depth
   research  reports and market reviews, which will be written and  edited
   using  the  best  available practices and quality control  expected  by
   global audience.

   CEINet  has  a  equity  interest in the  Company  and  facilitates  the
   Company's translation and editorial functions.

2. Accounting Policies

   a)Basis of Presentation

      The  Company is considered to be a development stage company  as  of
      September 30, 2002 since planned principal operations have  not  yet
      commenced.

   b)Principles of Consolidation

      The  accompanying  consolidated  financial  statements  include  the
      accounts  of  the Company from October 19, 2000 and its wholly-owned
      subsidiary,  CXN  from  October 19, 2000 herein  after  referred  to
      together  as  the ("Companies") after elimination of any significant
      intercompany  transaction and accounts.

   c)Cash and Cash Equivalent

      The  Company considers highly liquid investments with maturities  of
      three   months  or  less  at  the  time  of  purchase  to  be   cash
      equivalents.

                                   - F6 -
<PAGE>
		China Xin Network Media Corporation and Subsidiary
			(A Development Stage Company)

Notes to Consolidated Interim Financial Statements
As at December 31, 2002
(Unaudited)

2. Accounting Policies (Cont'd)

   d)Furniture, Fixtures and Equipment

      Furniture,  fixtures  and  equipment  are  recorded  at  cost   less
      accumulated  depreciation  which is provided  on  the  straight-line
      basis  over  the  estimated useful lives of the assets  which  range
      between  three  and seven years.  Expenditures for  maintenance  and
      repairs are expensed as incurred.

   e)Income Taxes

      The  Company  accounts  for  income taxes  in  accordance  with  the
      "liability  method"  of accounting for income  taxes.   Accordingly,
      deferred  tax  assets and liabilities are determined  based  on  the
      difference between the financial statement and tax bases  of  assets
      and  liabilities, using enacted tax rates in effect for the year  in
      which  the  differences  are expected to  reverse.   Current  income
      taxes  are  based  on  the respective periods'  taxable  income  for
      federal,  state  and foreign income tax reporting purposes.   As  at
      September 30, 2002, these amounts were Nil.

   f)Earnings per Share

      Earnings  per  common share is computed pursuant  to  SFAS  No.  128
      "Earnings Per Share".  Basic earnings per share is computed  as  net
      income  (loss)  available  to  common shareholders  divided  by  the
      weighted  average  number  of  common  shares  outstanding  for  the
      period.   Diluted earnings per share reflects the potential dilution
      that  could occur from common shares issuable through stock options,
      warrants and convertible preferred stock.

   g)Use of Estimates

      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   the   reported  amounts  of  assets  and  liabilities   and
      disclosure of contingent assets and liabilities at the date  of  the
      financial  statements  and  the reported  amounts  of  revenues  and
      expenses  during the reporting period.  Actual results could  differ
      from those estimates.

   h)Fair Value Disclosure at September 30, 2002

      The  carrying  value  of  recoverable use tax,  accrued  expenses  -
      related  party,  and  loans  from  related  party  is  a  reasonable
      estimate of their fair value.

   i)Effect of New Accounting Standards

      The  Company  does  not believe that any recently issued  accounting
      standards,  not  yet adopted by the Company, will  have  a  material
      impact  on  its  financial position and results of  operations  when
      adopted.

      During  June 2001, SFAS No. 141, "Business Combinations" was issued.
      This  standard  addresses  financial accounting  and  reporting  for
      business  combinations.  All business combinations within the  scope
      of  SFAS 141 are to be accounted for using one method - the purchase
      method.  Use of the pooling-of-interests method is prohibited.   The
      provisions of SFAS 141 apply to all business combinations  initiated
      after  June  30, 2001.  It also applies to all business combinations
      accounted  for  using  the purchase method for  which  the  date  of
      acquisition is July 1, 2001 or later.

      During  June  2001,  SFAS No. 142, "Goodwill" and  Other  Intangible
      Assets"  was issued.  This standard addresses how intangible  assets
      that  are acquired individually or with a group of other assets (but
      not  those  acquired in a business combination) should be  accounted
      for  in financial statements upon their acquisition.  SFAS 142  also
      addresses  how  goodwill  and  other intangibles  assets  should  be
      accounted  for  after  they have been initially  recognized  in  the
      financial  statements.  The provision of SFAS 142 is  effective  for
      fiscal years beginning after December 15, 2001.


                                  - F7 -
<PAGE>

		 China Xin Network Media Corporation and Subsidiary
			(A Development Stage Company)

Notes to Consolidated Interim Financial Statements
As at December 31, 2002
(Unaudited)



3. Going Concern

   The   Company's  financial  statements  are  prepared  using  generally
   accepted  accounting  principles applicable to a  going  concern  which
   contemplates  the realization of assets and liquidation of  liabilities
   in  the  normal  course of business.  The Company has  not  established
   revenues  sufficient  to cover its operating  costs  and  allow  it  to
   continue  as  a going concern. Until such time the company  is  raising
   investment capital to cover its ongoing operating costs.



4. Provision for Income Tax

   Income  taxes are provided for the tax effects of transactions reported
   in  the  financial statements and consist of taxes currently  due  plus
   deferred  taxes related to differences between the financial  statement
   and  income tax bases of assets and liabilities for financial statement
   and   income   tax  reporting  purposes.   Deferred  tax   assets   and
   liabilities  represent  the  future tax return  consequences  of  these
   temporary  differences, which will either be taxable or  deductible  in
   the  year  when  the  assets or liabilities are recovered  or  settled.
   Accordingly,  measurement of the deferred tax  assets  and  liabilities
   attributable  to the book-tax basis differentials are computed  by  the
   Company at a rate of approximately 34% for federal and 6% for state.


5. Commitments and Contingencies

   a)Insurance

      The  Company  maintains  adequate  property  and  general  liability
      insurance.   At  the date of the Balance Sheet, the Company  is  not
      aware of any claims.

   b)Rent

      The  Company  leases office space under temporary lease expiring  in
      June 2003. Minimum monthly payments are approximately $1,100.



                                  - F8 -
<PAGE>
		 China Xin Network Media Corporation  and Subsidiary
			(A Development Stage Company)


Notes to Consolidated Interim Financial Statements
As at December 31, 2002
(Unaudited)


  6.   SUBSEQUENT EVENTS

Significant Changes to Key Management and Share Capital

Management Changes

On September 9, 2002, in a move to restructure the Company, Mr. Raymond
Boisvert resigned from the Company as President and Director. Based on the
founders agreement Mr. Boisvert sold the 50% interest in 3884368 Canada Inc.
for $1.00 to Mr. Jean-Francois Amyot. This transfer resulted in Mr. Amyot
becoming the beneficial owner of all the founders shares amounting to
18,743,768.

As part of the restructuring the Company, in order to harmonize and better
control both its costs and content, transferred its editorial operations,
previously carried out in Beijing, to its Montreal Head Office.

In further developments, on October 25, 2002, Mr. Jean-Francois Amyot,
the Company's Chairman and CEO, stepped down from management and Mr. George
Lee, became China Xin Network Media's overall Chairman and CEO. Mr. Amyot
transferred all his shares in 3884368 Canada Inc., to Mr. Lee, giving
Mr. Lee the beneficial ownership of all of the outstanding shares of 3884368
Canada Inc. As of the date of this report, Mr. Lee was also the sole Director
of the Company, following the resignation of Mr. David Dingwall from the Board.

Share Capital

It is expected that the formalities relating to the conversion of shares will
be completed in the coming weeks.

The total outstanding warrants to be issued amount to 9,373,667 which are
exercisable at US 0.30. As of the date of these statements, these warrants
have not been issued.

On January 28, 2003, the Company filed an S8 and signed a consulting contract
with a Mr. Terrence Bryne to provide marketing and support services in exchange
for 2,000,000 shares.


                                    -F9-