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 March 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)

              1255 Peel Street, Suite 550, Montreal, Quebec Canada
                     H3B 2T9 (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: 53,816,657 as of April 14, 2002.



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


<PAGE>


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 March 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
                                 March 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 -10




















                                       2
<PAGE>




Item 2. Plan of Operation.

CXN Media
---------
CXN Media has an exclusive 12-year contract with the China Economic Information
Network (CEINet) to commercialize their content. CEINet was created by the State
Information Center (SIC), as a professional information service network,
responsible for producing and publishing economic information on China. CEINet
has a local information network in over 150 cities and regions all across China,
forming a financial information network that covers the entire country.

The SIC is a government sponsored institution under the direct management of the
State Development Planning Commission (SDPC). The SDPC is a ministry of the
P.R.China which reports directly to the State Council, which is China's cabinet,
the highest body, of state administration.

CEINet currently publishes over 2000 financial news articles and features a week
in Mandarin. This allows CXN Media to provide its subscribers with over 200 new
articles daily. The articles and reports that are published by CXN Media are
sourced primarily from CEINet. CEINet is the Chinese Government's primary source
of financial, economic and business news, used in the planning and economic
development of China.

CXN Media will edit, normalize and properly classify all this data using
industry standard NewsML tags. This process allows CXN Media to display, hide or
arrange certain areas of the same content in different ways. This allows the
content to be automatically prepared for multi-channel publishing. The main
products to be offered by CXN Media include, Real-time Financial News, Corporate
Profiles, Market Research and Monthly Industry Reviews.

CXN Media presently operates from its head office in Montreal and has a staff of
16 editors, translators and support staff in its Beijing editorial office. This
number is down from 28, when part-time help was used to complete the CXN
Corporate Profiles.

Expanding to Publishing
-----------------------
CXN Media will also be expending its operations in the magazine publishing
business. It has engaged the services of Cyril Pereira, a consultant based in
Hong Kong to assist in targeting acquisitions.

CXN Ventures
------------
CXN Media has also unofficially launched its business-consulting service under
the subsidiary CXN Ventures Inc. CXN Ventures will assist individuals and
corporations seeking to do business in the P.R. China. CXN Ventures will derive
income from consulting fees and agency commissions.

This subsidiary will be officially launched next quarter.

Capital Needs
-------------
The company is currently negotiating debt and equity financing for an aggregate
amount of $US 5million. CXN media has received a term sheet for US$ 600,000
convertible debenture and Equity-Line of Credit for US$ 4.5 million. Currently
there is enough capital to cover operations till the end of May 2002.

The capital will be used for:
o        Hiring of additional key staff and sales staff;
o        Launch marketing and advertising campaign;
o        Hire additional translators and editors in China;
o        Magazine Acquisitions

The company  started  generating  some revenues  this quarter from sales,  for a
total of US$31,261.  CXN is also looking to rationalizing its operating costs on
the short term by cutting back some employee hours and by relocating its offices
in Beijing and Montreal to more advantages locations.


                                       3
<PAGE>

Product Development & Catalogue
-------------------------------
During the next 6-12 months, the company will be completing the roll-out of all
its content which will be made available through its portal and through various
e-content aggregators.

CXN Media has presently available a complete listing of all 1144 companies
listed on the Shanghai and Shenzhen stock exchanges.

By the end of 2002, the company plans to have a complete translated database of
all 84,000 companies, including all of China's non-listed state owned
enterprises and major privately owned companies.

All of this data is produced and updated on a regular basis by CEINet, the
company will be transferring the data to its own servers, where the data will be
translated, normalized and available for delivery in various formats.

The company has produced a draft catalogue of all its products, listed below.

         (i) China's Public Company Profiles Hoover's type profile for all
listed companies in China's Shanghai and Shenzhen stock exchanges. Reports
include company overview, leading financial ratios, two-year financial data and
five-year historical stock prices. The source of this product comes from CXN
research and the research center of China's State Planning & Development
Commission (SPDC). Over 1100 profiles are now available for purchase on
www.cxnmedia.com portal. These reports are available in XML and PDF format.
         (ii) China's Private and State Owned Company Profiles Fact sheet
information on 84,000 companies including all of China's non-listed state owned
enterprises and major privately owned companies.
         (iii)China Macroeconomic Reports Macroeconomic reports from the
research center of China's powerful State Planning and Development Commission
and two of China's prominent brokerage houses Hongyuan Securities and Beijing
Securities. These reports are available in XML format.
         (iv) China's 50 Economic Expert Forum Papers produced by China's top
economists on various financial & economical topics. On average, 7 papers are
available each month. The source of this information is the research center of
SPDC. These reports are available in XML format.
         (v) Sector Research Reports on major industries in China Sector
Research Reports on major industries produced by Hongyuan Securities Co.,
Beijing Securities and other prominent Chinese brokerage houses.
         (vi)China Public Company Analysis In-depth coverage and investment
analysis on China's domestically listed companies. The data sources of this
product are prominent Chinese brokerage houses including Hongyuan Securities
Co., Beijing Securities and China Securities.
         (vii) Other China Financial, Market & Economic Development Information
CXN's primary data source is the research center of the SPDC. All the titles
included in this section are already available in the Chinese Language. The
English versions of the following titles are currently under preparation.

         1.       News articles
         a.       Macroeconomic - information and commentary on China's domestic
                  economy and major international economies;
         b.       Industry - daily news  articles  covering top stories in China
                  by industry sector and region;
         c.       Markets - daily news articles and commentary  covering China's
                  securities markets.

         2.       Macroeconomic and Industry Statistics
         a.       Macroeconomic  - regular  updates,  historical  coverage,  and
                  analysis of China's fixed assets  investment,  value-added  of
                  industry,  retail sales,  and industrial  GDP,  foreign trade,
                  domestic  and  foreign  investment,  government  fiscal  data,
                  pricing, consumption and livelihood;
         b.       Industry - regular updates,  historical coverage, and analysis
                  of  China's  industrial  production  covering  over 230 sector
                  headings, 32 regions, and 35 cities.


                                       4
<PAGE>


Major Expenditure - Portal
--------------------------
The only major purchase anticipated by the company is the development and
launching of its enterprise portal.

It was originally planed to develop and maintain this portal in-house, but to
minimize capital expenditures associated to purchasing servers and maintaining
full time staff to support the infrastructure, the company has decided to
outsource all its enterprise portal needs to ECNext, a company specializing in
developing, managing and hosting portals and web sites for the e-content
industry.

With minimal upfront development costs and monthly maintenance fees and revenue
sharing arrangement, the company will have a world-class portal online starting
end of February and fully implemented by May 2002.

Staff
-----
The company believes it will require a staff of 75 translators and editors in
its Beijing office by the end of 2002, to support its operations. The company
currently has 16 employees in its Beijing office.

With respect to the company's sales, marketing and advertising and
administrative operations in Montreal, it is expected the current head count of
6 persons will jump to 19. All staff will be ramped up as needed and pending
budget allocation from head office.


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

Item 6. Exhibits and Reports on Form 8-K.
Not Applicable


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: May 13, 2002                   /s Jean-Francois Amyot
                                     ----------------------
                                     Mr. Jean-Francois Amyot, CEO & Chairman



                                       5
<PAGE>



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

                    Consolidated Interim Financial Statements
                       For the Period Ended March 31, 2002
                                       and
           Cumulative Period From October 19, 2000 (date of inception)
                                to March 31, 2002

China Xin Network Media Corporation and Subsidiary
(A Development Stage Company)
Financial Statements
March 31, 2002

Contents                                                              F-1
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


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

We have reviewed the consolidated interim balance sheet of China Xin Network
Media Corporation and Subsidiary (a development stage company) as at March 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 March 31, 2002. Our 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 us by the Company.

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

Based on our review, nothing has come to our attention that causes us 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 Fine & Associates
Fine and Associates
Chartered Accountants

Montreal, Quebec
May 7, 2002
                                      F - 1

<PAGE>


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

Consolidated Interim Balance Sheet
As at March 31, 2002
(Unaudited)
<TABLE>
<CAPTION>


                                                                                                                US$

Assets

Current

<S>                                                                                                        <C>
  Cash                                                                                                     $  47,347
  Accounts Receivable                                                                                         35,799
  Receivable use tax                                                                                           5,870
  Loans Receivable--employees                                                                                  4,330
                                                                                                               -----
                                                                                                              93,346
Capital Assets (Note 2 (d) )                                                                                  80,342
                                                                                                              ------

                                                                                                           $ 173,688

Liabilities

Current

  Accrued expenses                                                                                        $  227,469
  Accrued expenses - related party                                                                             9,000
  Loans from related parties                                                                                  37,223
                                                                                                              ------
                                                                                                             273,692

Loans Payable (Note 7)                                                                                       914,491

                                                                                                           1,188,183
Shareholders' Deficiency

  Common stock - $.001 par value, 150,000,000 Shares
  Authorized - Shares issued and outstanding--53,816,657                                                      53,817
  Paid-in capital deficency                                                                                  (87,472)
  Accumulated deficit during the development stage                                                          (980,840)
                                                                                                            ---------
                                                                                                          (1,014,495)
                                                                                                           $ 173,688
</TABLE>

See accompanying notes

Approved on Behalf of the Board:
/s Jean-Francois Amyot   Director
----------------------
/s Raymond Boisvert      Director
----------------------
                                      F -2


<PAGE>


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

Consolidated Interim Statements of Operations and Comprehensive Income (Loss)
(Unaudited)

<TABLE>
<CAPTION>


                                                                     From                   From                      Cumulative
                                                                     January 1,2002         January 1, 2001           period ended
                                                                     to                     to                        October 19,
                                                                     March 31,              March 31,                 2002 to
                                                                     2002                   2001                      March 31,
                                                                                                                      2002
                                                                     US$                    US$                           US$


<S>                                                                   <C>                          <C>                 <C>
Income                                                                $   31,261                   $ -                 $ 31,261

Expenses

 Selling, general and administrative expenses                            391,071                 2,851                1,019,533
 Unrealized Foreign Exchange Gains                                        (7,432)                    -                   (7,432)
                                                                         -------                     -                  -------
                                                                         383,639                 2,851                1,012,101
                                                                         -------                 -----                ---------

Loss before Provision for Income Taxes                                  (352,378)               (2,851)                (980,840)

Provision for Income Taxes                                                     -                     -


Comprehensive Net (Loss)                                              $ (352,378)             $ (2,851)              $ (980,840)



Basic:

  Net loss                                                                     0                     0                        0



Weighted Average Number of Common Shares Outstanding                  53,816,657            50,331,657               53,816,657

See accompanying notes

</TABLE>


                                      F - 3


<PAGE>


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

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

                                                                                   US$
                                                                                Accumulated     US$
                                                                       US$       Deficit    Accumulated       US$        US$
                                                                    Additional  during the    other         Stock       Total
                                                  Common Stock US$   Paid-in   Development Comprehensive Subscriptions Stockholders'
                                              Shares        Amount   Capital     Stage     Income (Loss)   Receivable   Deficiency
                                                             $         $           $             $            $             $


<S>                                               <C>         <C>      <C>         <C>              <C>          <C>          <C>
Balances at June 30, 2001                       21,495,091  21,495   279,315     (139,877)        (10,807)     (196,349)    (46,223)

November 8, 2001 issuance of common stock
  in connection with acquisition of subsidiary  28,836,566  28,837  (366,787)     139,877          10,807       196,349       9,083

Net loss for the period October 19, 2000
  to December 31, 2001                                   -       -         -     (628,462)              -             -    (628,462)

January 14, 2002 issuance of  common stock in    3,485,000   3,485                                                             3485
Lieu of services.

Net loss for the period January 1, 2002 to
  March 31, 2002                                         -       -         -     (352,378)              -             -    (352,378)


                                                53,816,657  53,817   (87,472)    (980,840)              -             -  (1,014,495)

</TABLE>

See accompanying note



                                      F- 4



<PAGE>


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

Consolidated Interim Statements of Cash Flows
For the Period Ended
(Unaudited)
<TABLE>
<CAPTION>

                                                                     From                 From                Cumulative
                                                                     January 1, 2002      January 1, 2001     period ended
                                                                     to                   to                  October 19, 2000
                                                                     March   2002         March 31, 2001      to Mar 31, 2002
                                                                     US$                             US$           US$

Cash Flows from Operating Activities
  Net loss
  Adjustments to reconcile net loss to net
    cash used for operating activities:
<S>                                                                   <C>                                       <C>
    Depreciation                                                      2,761                      -              11,115
    Increase in recoverable use tax                                  20,118                    (52)             (5,870)
    Increase in accrued expenses                                    177,414                  8,805             227,468
    Decrease in accrued expenses - related parties                     (112)                     -                   -
    Increase in loan receivable - employees                          (4,330)               (14,940)             (4,330)
   Increase in accounts receivable                                  (35,799)                     -             (35,799)
                                                                    --------                     -             --------
Net Cash used for Operating Activities                             (192,326)                (9,038)           (788,256)

Cash Flows from Investing Activities
  Purchase of capital assets                                        (11,762)                     -             (91,456)
                                                                    --------    ------------------     ---------------

Net Cash used for Investing Activities
Cash Flows from Financing Activities
  Increase in loans payable                                         170,166                      -             914,491
  Increase in capital stock                                           3,485                 32,322
  Write-off of deficit to paid-in capital                                                                      139,877
  Write-off of other comprehensive income to paid-in capital                                                    10,807
  Write-off of stock subscription receivable to paid-in capital                                                196,349
  Decrease in paid-in capital                                             -                      -            (366,787)
                                                                                                              --------
                                                                    173,651                      -             927,059
                                                                    -------                                    -------
Net Cash Provided by Financing Activities
Net (Decrease )Increase in Cash                                     (30,437)                                    (9,038)
(47,347)
Cash - Beginning of Period                                           77,784                   9083                   -
                                                                     ------                   ----                   -

Cash - End of Period                                                 47,347                     45              47,347

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

See accompanying notes

                                       F-5


<PAGE>



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

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

1.    Background and Organization

China Xin Network Media  Corporation  formerly  (Frefax,  Inc.) and  Subsidiary)
hereinafter  referred to as the ( "Company")  was  incorporated  in the State of
Florida on September 26, 1997. On November 8, 2001,  the Company  acquired China
Xin Network (Canada) Inc., (CXN), a Canadian corporation.  Under the acquisition
agreement,  the Company  acquired all of the outstanding  common stock of CXN in
exchange for 28,836,566  newly issued common shares issued on a 2 for 1 basis to
the  existing  CXN  shareholders.  The  acquisition  was  treated  as a  reverse
acquisition,  and accordingly the accompanying  historical  financial statements
relating to periods prior to November 8, 2001 are those of CXN.


2.    Accounting Policies

      a)    Basis of Presentation

            The Company is considered  to be a  development  stage company as of
            March 31,  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 all 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.

                                      F- 6


<PAGE>


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

Notes to Consolidated Interim Financial Statements
As at March 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 March 31,
            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.

                                      F - 7
<PAGE>

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

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

      h)    Fair Value Disclosure at March 31, 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.

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.



                                      F - 8
<PAGE>

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

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

4.    Accrued Expenses Related Party

         Accrued expenses at March 31, 2002 consist of $9,000  professional fees
         which have been subsequently paid directly by the Company's President.

5.    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.

6.    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 2002, and August 2003. Minimum monthly payments are
            approximately $8,726.

7.    Loans Payable

      The loans payable bear interest at prime + 2% and are convertible into
      common shares of the Company at the option of the holder at a rate of
      $0.125 per common share for a total of 7,317,216 common shares and
      7,325,110 warrants.

      As of March 31, 2002, the majority of the holders of the loans payable
have agreed to the conversion privilege.

                                      F - 9
<PAGE>

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


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


8.       Stockholders' Deficiency

         a) As of the  date  of  the  reverse  merger,  with  CXN,  subsequently
         referred to as the Company,  Frefax Inc., had no assets or liabilities.
         Furthermore,  the former Chairman of Frefax Inc. has signed a statutory
         declaration  to  personally  indemnify  the Company for any  unrecorded
         liabilities  and  third  party  claims,  if any,  that may arise in the
         future.

         As a result of the issuance of  28,836,566  new shares of common stock,
         Frefax Inc., exceeded its Authorized Share Capitals by 331,657 shares.

         On January 4, 2002, the Company obtained  approval to amend and restate
         its Articles of Incorporation to reflect the increase to its Authorized
         Share  Capital  to  150,000,000   common  shares.   Simultaneously  the
         authorities  accepted  the  change of the  Company's  name to China Xin
         Network Media Corporation.

         On January 14, 2002, the Company issued 3,485,000 common shares in lieu
         of services rendered.



                                      F-10