##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



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FORM 10-QSB



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Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934



For the quarterly period ended September 30, 2004



Commission File No. 000-29915



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BIO TRACKING SECURITY INC

(Exact name of small business issuer as specified in its charter)



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|                                               |  |                                     
|---------------------------------------------- |  | ------------------------------------
|Florida                                        |  | 65-0786722                          
|(State or other jurisdiction of incorporation) |  | (I.R.S. Employer Identification No.)



1000 de la
Gauchetiere West, Suite 2400 Montreal Quebec, CANADA H3B 4W5

(Address of principal executive offices)



Tel: (514) 448-7490 Fax: (514) 448-5101

(Issuers telephone number)



---



Check whether the Issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days:    YES  x    NO ̈



The number of shares of CHINA XIN NETWORK MEDIA CORPORATION Common Stock (Par Value $0.001)
outstanding at September 30, 2004 was 337,865,401.



Transitional Small Business
Disclosure Format    YES ̈NO  x



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##### Table of Contents

TABLE OF CONTENTS



|                                 |  |                                                                                |  |         
|-------------------------------- |  | ------------------------------------------------------------------------------ |  | --------
|                                 |  |                                                                                |  | PAGE NO.
|                                 |  | PART I                                                                         |  |         
|                                 |  |                                                                               
|Item 1.                          |  | Financial Statements                                                           |  | 2       
|                                 |  |                                                                               
|Item 2.                          |  | Plan of Operation                                                              |  | 10      
|                                 |  |                                                                               
|Item 3.                          |  | Controls and Procedures                                                        |  | 13      
|                                 |  |                                                                               
|                                 |  | PART II                                                                        |  |         
|                                 |  |                                                                               
|Item 1.                          |  | Legal Proceedings                                                              |  | 13      
|                                 |  |                                                                               
|Item 2.                          |  | Changes in Securities and Small Business Issuer Purchases of Equity Securities |  | 13      
|                                 |  |                                                                               
|Item 6.                          |  | Exhibits and Reports on Form 8-K                                               |  | 14      
|                                 | 
|Signatures                       |  | 15                                                                            
|                                 | 
|Exhibit Index and Certifications |  |                                                                               



1



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



REVIEW ENGAGEMENT
REPORT



To the Shareholders of

Bio Tracking Security Inc. formerly China Xin Network Media Corporation and Subsidiary

(A Development Stage Company)



I have reviewed
the consolidated interim balance sheet of Bio Tracking Security Inc. and Subsidiary (a development stage company) as at September 30, 2004 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 September 30, 2004. 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.



|    |  |                              
|--- |  | -----------------------------
|By: |  | /s/ FRANCO LAPOSTA           
|    |  | Franco LaPosta, CA           
|    |  | Chartered Accountants        
|    |  | Montreal, Quebec May 14, 2004



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##### Table of Contents

CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED BALANCE SHEETS

Unaudited



|                                                                                                                                                                  |  |                |            |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | -
|                                                                                                                                                                  |  | March 31, 2004 |           
|ASSETS                                                                                                                                                            |  |                |            |  
|Current Assets:                                                                                                                                                   |  |                |            |  
|Cash                                                                                                                                                              |  | $              | 410        |  
|Sales Tax Receivable                                                                                                                                              |  |                |            |  
|R&D Refundable Tax Credits                                                                                                                                        |  |                | 212,308    |  
|                                                                                                                                                                  |  |                |            |  
|Total current assets                                                                                                                                              |  |                | 212,718    |  
|Fixed Assets                                                                                                                                                      |  |                | 21,950     |  
|Goodwill (Note 7)                                                                                                                                                 |  |                | 4,762,020  |  
|                                                                                                                                                                  |  |                |            |  
|Total assets                                                                                                                                                      |  | $              | 4,996,688  |  
|                                                                                                                                                                  |  |                |            |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                              |  |                |            |  
|Current Liabilities:                                                                                                                                              |  |                |            |  
|Accounts payable                                                                                                                                                  |  | $              | 85,000     |  
|Due to officers and employees                                                                                                                                     |  |                | 96,349     |  
|                                                                                                                                                                  |  |                |            |  
|Total current liabilities                                                                                                                                         |  |                | 181,349    |  
|                                                                                                                                                                  |  |                |            |  
|Stockholders Equity:                                                                                                                                             |  |                |            |  
|Common stock, $.001 par value; authorized 500,000,000 shares; 30,000,000 preferred issued and outstanding 337,865,401 shares and 0 preferred
shares, respectively |  |                | 337,866    |  
|Paid-in capital deficiency                                                                                                                                        |  |                | 6,815,147  |  
|Accumulated deficit during development stage                                                                                                                      |  |                | (2,337,674 | )
|                                                                                                                                                                  |  |                |            |  
|Total stockholders equity                                                                                                                                        |  |                | 4,815,339  |  
|                                                                                                                                                                  |  |                |            |  
|Total liabilities and stockholders equity                                                                                                                        |  | $              | 4,996,688  |  
|                                                                                                                                                                  |  |                |            |  



See notes to
consolidated financial statements.



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##### Table of Contents

CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Unaudited



|                                                 |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|------------------------------------------------ |  | --------------------------------------------- | ----------- | - | --------------------------------------------- | - | ---------- | ------------------------------------------ |  | - | ---------- | -
|                                                 |  | For the Period July 1, 2004Spetember 30, 2004 |             |   | For the Period July 1, 2003September 30, 2003 |   |            | Cumulative Oct. 19, 2000September 30, 2004 | 
|Sales:                                           |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|Income                                           |  | $                                             |             |   |                                               |   | 451        |                                            |  | $ | 34,616     |  
|Expenses:                                        |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|Selling, general and administrative              |  | $                                             | 53,544      |   |                                               | $ | 105,856    |                                            |  | $ | 2,368,658  |  
|Amortization                                     |  | $                                             | 1,155       |   |                                               | $ |           |                                            |  | $ | 3,722      |  
|                                                 |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|Loss Before Provision for Income Taxes           |  |                                               | (54,699     | ) |                                               |   | (105,405   | )                                          |  |   | (2,337,674 | )
|                                                 |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|Provision for Income Taxes                       |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|Comprehensive Net ( Loss)                        |  |                                               | (54,699     | ) |                                               |   | (105,405   | )                                          |  |   | (2,337,674 | )
|                                                 |  |                                               |             |   |                                               |   |            |                                            |  |   |            |  
|Net Loss Per Common Share                        |  | $                                             | (0.00       | ) |                                               |   | (0.00      | )                                          |  |   | (0.01      | )
|Fully Diluted                                    |  | $                                             | (0.00       | ) |                                               |   | (0.00      | )                                          |  |   | (0.01      | )
|Weighted Average Common Shares Outstanding       |  |                                               | 337,865,401 |   |                                               |   |            |                                            |  |   |            |  
|Fully Weighted Average Common Shares Outstanding |  |                                               | 337,865,401 |   |                                               |   | 76,552,155 |                                            |  |   |            |  



See notes to
consolidated financial statements.



4



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##### Table of Contents

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 SEPTEMBER 30, 2004

Unaudited



|                                                       |  |             |  |                     |  |                                   |  |                                                  |   |  |                                     |  
|------------------------------------------------------ |  | ----------- |  | ------------------- |  | --------------------------------- |  | ------------------------------------------------ | - |  | ----------------------------------- | -
|                                                       |  | SHARES      |  | COMMON STOCK AMOUNT |  | US$ ADDITIONAL US$ PAID-N CAPITAL |  | US$ ACCUMULATED DEFICIT DURING DEVELOPMENT STATE |   |  | US$ TOTAL STOCKHOLDERS DEFICIENCIES |  
|Balance June 30, 2004                                  |  | 337,865,401 |  | 337,866             |  | 6,815,147                         |  | (2,282,975                                       | ) |  | 4,870,038                           |  
|Loss for the Period July 1, 2004 to September 30, 2004 |  |            |  |                    |  |                                  |  | (54,699                                          | ) |  | (54,699                             | )
|                                                       |  |             |  |                     |  |                                   |  |                                                  |   |  |                                     |  
|                                                       |  | 337,865,401 |  | 337,866             |  | 6,815,147                         |  | (2,337,674                                       | ) |  | 4,815,339                           |  
|                                                       |  |             |  |                     |  |                                   |  |                                                  |   |  |                                     |  



See notes to
consolidated financial statements.



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CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)



CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

Unaudited



|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|----------------------------------------------------------------------------------------- |  | -------------------------- | -------- | - | -------------------------- | - | -------- | --------------------------- |  | - | ---------- | -
|                                                                                          |  | For the PeriodJuly 1, 2004 |          |   | For the PeriodJuly 1, 2003 |   |          | For the PeriodOct. 19, 2000 | 
|                                                                                          |  | September 30,2004          |          |   | September 30,2003          |   |          | September 30,2004           | 
|Cash Flows from Operating Activities:                                                     |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Net loss                                                                                  |  | $                          | (54,699  | ) |                            | $ |          |                             |  | $ | (2,337,674 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |  |                            | 1,155    |   |                            |   |          |                             |  |   | 36,482     |  
|Depreciation and amortization                                                             |  |                            |          |   |                            |   |          |                             |  |   |            |  
|(Increase) decrease in:                                                                   |  |                            |          |   |                            |   |          |                             |  |   |            |  
|R&D refundable tax credit                                                                 |  |                            |          |   |                            |   |          |                             |  |   | (212,308   | )
|Sales tax receivable                                                                      |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Accrued expenses                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Accrued expenses to related parties                                                       |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Accounts payable                                                                          |  |                            | 30,000   |   |                            |   |          |                             |  |   | 85,000     |  
|Prepaid and deposits                                                                      |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Amounts due to officers                                                                   |  |                            | 135,505  |   |                            |   |          |                             |  |   | 96,349     |  
|Amounts due to officers and Employees                                                     |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Loss on disposal of assets                                                                |  |                            |          |   |                            |   |          |                             |  |   | 121,563    |  
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Net cash and cash equivalents provided by (used in) operating activities                  |  |                            | (10,009  | ) |                            |   |          |                             |  |   | (2,210,588 | )
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Cash Flows from Investing Activities:                                                     |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Purchase of Goodwill                                                                      |  | $                          |          |   |                            | $ |          |                             |  | $ | (4,762,020 | )
|Purchase of Capital Assets                                                                |  |                            |          |   |                            |   |          |                             |  |   | (211,070   | )
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Net Cash Used For Investing Activities                                                    |  | $                          |          |   |                            |   |          |                             |  | $ | (4,973,090 | )
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Cash Flows from Financing Activities:                                                     |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Write-off deficit to Paid-in-Capital                                                      |  | $                          |          |   |                            | $ |          |                             |  | $ | 139,877    |  
|Write-off comprehensive income to Paid Capital                                            |  |                            |          |   |                            |   |          |                             |  |   | 10,807     |  
|Write-off stock subscription receivable                                                   |  |                            |          |   |                            |   |          |                             |  |   | 196,349    |  
|Decrease in short term loans                                                              |  |                            |          |   |                            |   |          |                             |  |   |            |  
|(Decrease) in loans-related party                                                         |  |                            |          |   |                            |   |          |                             |  |   |            |  
|(Decrease) Increase in loans payable (Note 6)                                             |  |                            | (868,579 | ) |                            |   | (643,892 | )                           |  |   |            |  
|Increase in capital stock                                                                 |  |                            | 197,480  |   |                            |   | 35,483   |                             |  |   | 221,963    |  
|Increase in paid-in capital                                                               |  |                            |          |   |                            |   | 608,409  |                             |  |   | 6,615,092  |  
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Net Cash from Financing Activities                                                        |  |                            |          |   |                            |   |          |                             |  |   | 7,184,088  |  
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Net (Decrease) Increase in Cash                                                           |  |                            | (10,009  | ) |                            |   | (299     | )                           |  |   | 410        |  
|Cash - Beginning of Period                                                                |  |                            | 10,419   |   |                            |   | 469      |                             |  |   |            |  
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Cash - End of Period                                                                      |  |                            | 410      |   |                            |   | 170      |                             |  |   | 410        |  
|                                                                                          |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Supplemental Disclosure of Non-Cash Flow Information:                                     |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Cash paid during the year for::                                                           |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Interest                                                                                  |  |                            |          |   |                            |   |          |                             |  |   |            |  
|Income Taxes                                                                              |  |                            |          |   |                            |   |          |                             |  |   |            |  



See notes to
consolidated financial statements.



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##### Table of Contents

CHINA XIN NETWORK MEDIA CORPORATION AND SUBSIDIARY

(A DEVELOPMENT STAGE COMPANY)

Notes to
Consolidated Financial Statements



September 30, 2004

Unaudited



1. Background and organization



CHINA XIN NETWORK MEDIA CORPORATION is a Florida-registered corporation. Until October 29, 2003 the registrant was pursuing its business plan of
developing a custom market research firm which would provide business intelligence to Fortune 2000 companies seeking to enter or enhance their market presence in the Peoples Republic of China, with its partner, The China Economic Information
Network (CEINet), an official government agency of the State Development and Planning Commission.



On October 29, 2003 the registrant announced that it would be seeking to mutually terminate its joint venture agreement with CEINet. The board had agreed
that this decision was necessary, due to CXNs continued inability to meet its obligations under its agreement.



On December 2, 2003, the registrant, concluded the acquisition of Montreal (Canada) based Bio-Tracking Security Inc. (Bio-Tracking). Under the terms of
the transaction, CXN acquires 100% of the outstanding shares of the Bio-Tracking, in exchange for 100,000,000 shares of CXN. As a result of this transaction Bio-Tracking is now a wholly-owned subsidiary of CXN.



Bio-Tracking of Montreal, Quebec, designs and manufactures vehicle and asset
tracking and security systems, based on patented, Inertial Navigation, Biometric Fingerprint Identification and Spread Spectrum Communication technologies.



2. Accounting Policies



a) Basis of Presentation The Company is considered to be a development stage company as of September 30, 2004 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.



d) Furniture, Fixtures and Equipment Furniture, fixtures and equipment are recorded at cost less accumulated depreciations 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 the 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, 2004, 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 issueable 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 March 31, 2004 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.



7



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##### Table of Contents

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 methods is prohibited. The provisions of
SFAS141 apply to all business combinations initiated after June 30, 2001.



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 No. 142 also addresses how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial
statements. The provision of SFAS No. 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 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 investments capital to cover its ongoing operating costs.



4. Provisions 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



Insurance



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



Contingencies



On November 7, 2003, The Company entered into an agreement with 3884368
Canada Inc Under the terms of the agreement, 3884368 Canada Inc., took full responsibility to settle CXNs total liabilities totaling $974,700 USD. CXN issued 97,470,000 shares to 3884368 Canada Inc. as settlement of debt on its balance sheet.
3884368 Canada Inc. has settled all direct liabilities including the loan outstanding made by Hugues Benoit and Peter Wood in the amount of $250,000 CND. As settlement for their claim, 3884368 Canada Inc. has transferred 4,000,000 shares to Hugues
Benoit has part of the total settlement for the claim. 3884368 Canada Inc. has transferred shares to other creditors to settle any potential legal actions before they occur. Additional shares may be transferred or issued to other creditors that
existed as at November 7, 2003. The debt was previously considered a contigent liability to the Company.



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##### Table of Contents

6 . Goodwill



In July 2001, the FASB issued Statement No. 141, Business Combinations. and No. 142, Goodwill and Other Intangible Assets. Statement No. 141 supercedes
the previous accounting standard on business combinations, Accounting Principles Board Opinion No. 16. and requires that all business combinations initiated after June 30, 2001 must be accounted by the purchase method. Statement No. 141 also changes
the requirements for recognizing assets as assets apart from goodwill in business combinations accounted for by the purchase method for which the date of the acquisition is July 1, 2001 or later. Under Statement No. 142, goodwill acquired in a
business combination for which the acquisition date is after June 30, 2001, should not be amortized, but should be tested for impairment in accordance for the provisions of this accounting standard.



Goodwill is the result of the acquisition of Bio-Tracking Security Inc. by
the registrant on December 2, 2003. The closing price of the shares traded on December 2, 2003 was $0.05. The Goodwill is calculated as the excess of the fairvalue of the acquisition (the purchase method) over its tangible assets.



7 . Subsequent Events



Significant Changes to Key Management and Share Capital Management Changes



On March 10, 2004, a majority action of shareholders of the registrant, was
taken by shareholders representing a majority of the outstanding shares of the corporation, in accordance to 607.0704 of the Florida Business Corporations Act, to nominate successor Members of the Board of Directors for the ensuing year, namely; Mr.
Michael G. Iafigliola, Mr. Philippe Canning, Mr. Kerry Schacter and Ms. Angela Cabral. A Schedule 14C Information Statement was filed April 5, 2004.



On September 30, 2004, Mr. Jean-Francois Amyot was appointed to the Board of Directors of the Registrants and nominated as Chairman, President and CEO following the
Special Shareholders meeting held in witness of the Registrants auditors where the holder of the majority of the outstanding shares of the common stock of the Registrant voted to remove Michael Tremis, Michael Iafigiola, Philippe Canning,
Daniel Bernesi and Kerry Schacter as officers and directors of the Registrant and appoint Mr. Jean-Francois as the sole director.



The decision by the shareholder to remove the current members of the Board of Directors arose due to irresolvable differences and such action was taken in the best
interest of all the shareholders of the Registrant.



On September 30, 2004,
following the Special Shareholders meeting held in witness of the Registrants auditors where the holder of the majority of the outstanding shares of the common stock of the Registrant voted to approve a reverse split 1 for 20. The Board of
Directors are currently evaluating the necessity of proceeding to restructure the capital stock of the Company. As at the Statement date, the company has received no claims by the previous board of directors nor officers nor has the company pursued
any claims against the previous board of directors and officers.



Changes in
Share Capital



At the time of this filing there are an
estimated 337,865,401 shares outstanding. The registrant also has a commitment to issue 6,666,667 warrants exercisable at $0.03 to subscribers of a private placement of April 2003. Furthermore the original seed investors in CXN are owed 9,373,667
exercisable at $0.30. The warrants expire 2 years following their registration.



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##### Table of Contents

ITEM 2. PLAN OF OPERATION



The
following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this Form 10-QSB and our Form 10-KSB for the year ended June 30, 2003. Historical results and percentage relationships set forth
in the statement of operations, including trends that might appear, are not necessarily indicative of future operations.



Forward-Looking Statements



Except for historical and factual information, this document contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include statements that address activities, events or developments that we expect, believe or anticipate will or may occur in the future, such as predictions of future financial performance. All
forward-looking statements are based on assumptions made by us based on our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These
statements are subject to numerous risks and uncertainties, many of which are beyond our control, including our ability to maintain key products sales or effectively react to other risks described from time to time in our SEC filings. No
forward-looking statement can be guaranteed, and actual results may differ materially from those projected. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or
otherwise.



The Company



CHINA XIN NETWORK MEDIA CORPORATION is a Florida-registered corporation. As previously
reported in press releases dated November 26, 2003 and December 2, 2003, the registrant, has concluded the acquisition of Montreal (Canada) based Bio-Tracking Security Inc.(Bio-Tracking). Under the terms of the transaction, CXN acquires 100% of the
outstanding shares of the Bio-Tracking, in exchange for 100,000,000 shares of CXN. The closing of the transaction occurred December 2, 2003, as a result of which Bio-Tracking is now a wholly-owned subsidiary of CXN.



Bio-Tracking designs and manufactures Vehicle/Asset Tracking and Security Technology, based
on a Patent Pending, Wireless Interconnection Methods, Real-time Tracking, Driver Privledge Control, Remote Shutdown, Lock/Unlock, GPS / Inertial Navigation, Biometric Fingerprint Identification, Voice Communication and Spread Spectrum
Communication.



The company is currently reviewing the viability of its current
operations and is exploring the opportunity to merge with a viable business in the field of Voice Over IP and or with one company in the field of pharmaceuticals.



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Operations



The registrant operates a very limited operation due to the lack of funding and the company is currently reviewing the viability of its current operations and is
exploring the opportunity to merge with a viable business in the field of Voice Over IP and or with one company in the field of pharmaceuticals.



Capital Needs



Bio Tracking anticipates that it will be required to raise an additional $4 million to fund the current plan of growth and existing operations through June 30, 2005. The principal source of capital has been equity
financing from investors and founders. Meeting the future financing requirements is dependent on access to equity capital markets. Bio Tracking may not be able to raise additional equity when required or may have to borrow on terms that may be
dilutive to existing shareholders.



Results of Operations



|                               |  |                                      |        |      |   |          |  | 
|------------------------------ |  | ------------------------------------ | ------ | ---- | - | -------- |  | 
|                               |  | Three Months Ended September 30,2004
|                               |  | 2004                                 |        | 2003 |   | % Change
|Sales General & Administrative |  | $                                    | 53,544 |      |   |          |  | 
|Total                          |  | $                                    |        |      | $ |          |  | 
|                               |  |                                      |        |      |   |          |  | 



|                  |  |                    |         |                   |   |           |  | 
|----------------- |  | ------------------ | ------- | ----------------- | - | --------- |  | 
|                  |  | Three Months Ended
|                  |  | March 31, 2004     |         | December 31, 2003 |   | % Change 
|Total Liabilities |  | $                  | 181,349 |                   | $ | 1,345,419 |  | 
|                  |  |                    |         |                   |   |           |  | 



Contingencies



On November 7, 2003, The Company entered into an agreement with 3884368
Canada Inc Under the terms of the agreement, 3884368 Canada Inc., took full responsibility to settle CXNs total liabilities totaling $974,700 USD. CXN issued 97,470,000 shares to 3884368 Canada Inc. as settlement of debt on its balance sheet.
3884368 Canada Inc. has settled all direct liabilities including the loan outstanding made by Hugues Benoit and Peter Wood in the amount of $250,000 CND. As settlement for their claim, 3884368 Canada Inc. has transferred 4,000,000 shares to Hugues
Benoit has part of the total settlement for the claim. 3884368 Canada Inc. has transferred shares to other creditors to settle any potential legal actions before they occur. Additional shares may be transferred or issued to other creditors that
existed as at November 7, 2003. The debt was previously considered a contigent liability to the Company.



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RISK FACTORS



The Company and our business continues to be subject to a number of risk factors, including but not limited to the fluctuations in demand for our product line due to
economic conditions, a history of operating losses, the need for additional funds, competition, and technological obsolescence. Before deciding to invest in our company or to maintain or increase your investment, you should carefully consider the
risks contained in our Annual Report on Form 10-KSB, our other Quarterly Reports on Form 10-QSB; and in our other filings with the Securities and Exchange Commission, including any subsequent reports filed on Forms 10-KSB, 10-QSB and 8-K. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business and results of operations. If any of these risks actually occur, our business, financial condition or results of operations could be
seriously harmed. In that event, the market price for our common stock could decline and you may lose all or part of your investment.



FACTORS THAT COULD AFFECT FUTURE RESULTS



Because of the following factors, as well as other variables affecting our operating results, past financial performance may not be a reliable indicator of future
performance, and historical trends should not be used to anticipate results or trends in future periods.



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ITEM 3. CONTROLS AND PROCEDURES



(a) Under the
supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-14(c)
promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), as of September 30, 2004. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Companys
disclosure controls and procedures are effective.



(b) There have been no
significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation
referenced in paragraph (a) above.



PART II. OTHER INFORMATION



ITEM 1. LEGAL PROCEEDINGS



None



ITEM 2. CHANGES IN SECURITIES



None



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Not applicable



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



Not applicable



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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



A. Exhibits:



| |  |      |  |                                                                                                               
| |  | ---- |  | --------------------------------------------------------------------------------------------------------------
| |  | 31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                   
| |  |     
| |  | 31.2 |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
| |  |     
| |  | 32.1 |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.                   
| |  |     
| |  | 32.2 |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.



B. Reports of Form
8-K.



No reports on Form 8-K were filed during the quarter
ended September 30, 2004, for which this report is filed.



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BIO TRACKING SECURITY INC.



In accordance with the requirements of the Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



SIGNATURE



|                  |  |  |  |                                                      
|----------------- |  |  |  | -----------------------------------------------------
|                  |  | 
|November 22, 2004 |  |  |  | /s/ Jean-Francois Amyot                              
|                  |  |  |  | Chief Executive Officer (PRINCIPAL EXECUTIVE
OFFICER)

|                  |  |  |  |                                                        
|----------------- |  |  |  | -------------------------------------------------------
|                  |  | 
|November 22, 2004 |  |  |  | /s/ Jean-Francois Amyot                                
|                  |  |  |  | Chief Accounting Officer (PRINCIPAL ACCOUNTING
OFFICER)



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Exhibit Index



|            |  |                                                                                                               
|----------- |  | --------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                   
|            | 
|31.1        |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.                   
|            | 
|31.2        |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|            | 
|32.1        |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.                   
|            | 
|32.2        |  | Certification of Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.