SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  FORM 10-QSB/A
                                Amendment No. 2


               Quarterly Report Pursuant to Section 13 or 15(d) of

                       The Securities Exchange Act of 1934

                For the quarterly period ended: March 31, 2000

                         Commission file number 0-26559

                               CIK No. 0001082603

                                  XIN NET CORP.
             (Exact name of registrant as specified in this charter)

                  Florida                         330-751560
              -------------------------------     --------------------
              (State of other jurisdiction        (I.R.S. Employer
              of incorporation or organization)    Identification No.)

          #830 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
          -------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (604) 632-9638

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                         YES  X          NO
                            -----         -----

As of March 31, 2000,  there were  21,360,000  shares of $0.001 par value common
stock outstanding


<PAGE>
<TABLE>
<CAPTION>


                          PART 1. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS

                                           XIN NET CORP. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS
                                      MARCH 31, 2000 AND DECEMBER 31, 1999
                                   ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )

<S>                                                             <C>                        <C>

STATED IN U.S. DOLLARS                                                     MARCH 31, 2000           DECEMBER 31, 1999
----------------------------------------------------------------------------------------------------------------------

ASSETS

CURRENT ASSETS

  Cash                                                           $              4,949,431  $                5,512,614
  Other Receivables                                                               370,009                     223,466
  Inventory  (Note 6)                                                              30,343                      99,206
  Prepaid Expenses                                                                 92,164                      16,361
                                                                  ------------------------  --------------------------
TOTAL CURRENT ASSETS                                                            5,441,947                   5,851,647

PROPERTY AND EQUIPMENT, NET                                                       575,269                     422,620
OTHER ASSETS

  Organizational Costs, Net                                                           912                         923

                                                                  ------------------------  --------------------------
TOTAL ASSETS                                                     $              6,018,128  $                6,275,190
                                                                  ========================  ==========================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts Payable and Other Accrued Liabilities                 $                201,912  $                  162,041
  Unearned Revenue                                                                187,511                     118,739
  Current portion of Obligation under Capital Lease (Note 2)                       69,408                      58,920
                                                                  ------------------------  --------------------------
                                                                                  458,831                     339,700
OBLIGATION UNDER CAPITAL LEASE  (Note 2)                                          103,556                     126,269
COMMITMENTS AND CONTINGENCIES                                                           -                           -

STOCKHOLDERS' EQUITY
  Common Stock : $0.001 Par Value
    Authorized : 50,000,000
    Issued and Outstanding : 21,360,000 (1999: 21,360,000)                         21,360                      21,360
  Additional Paid In Capital                                                    7,214,025                   7,214,025
  Accumulated Deficit                                                         (1,669,816)                 (1,318,945)
  Accumulated Other Comprehensive Income                                        (109,828)                   (107,219)
                                                                  ------------------------  --------------------------
TOTAL STOCKHOLDERS' EQUITY                                                      5,455,741                   5,809,221
                                                                  ------------------------  --------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $              6,018,128  $                6,275,190
                                                                  ========================  ==========================

                                    See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                XIN NET CORP. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
                         (PREPARED BY MANAGEMENT AND WITHOUT AUDITED)

<S>                                                 <C>                              <C>
STATED IN U.S. DOLLARS                                               2000                  1999
------------------------------------------------------------------------------------------------------

REVENUE

  Internet access cards                                       $     230,387           $     174,144
  Domain name registration                                          324,526                       -
  E-solution                                                         61,212                       -
                                                    ------------------------------------------------
                                                                    616,125                 174,144
COST OF REVENUE

  Internet access cards                                              64,402                  36,346
  Domain name registration                                           37,828                       -
  E-solution                                                             55                       -
                                                    ------------------------------------------------
                                                                    102,285                  36,346

GROSS PROFIT                                                        513,840                 137,798


EXPENSES
   Administration and office                                        415,131                  95,237
   Advertising and promotion                                        223,200                       -
   Amortization                                                      39,314                   1,904
   Telephone and communication                                      230,593                  46,451
                                                    ------------------------------------------------
                                                                    908,238                 143,592
                                                    ------------------------------------------------


OPERATING PROFIT (LOSS)                                            (394,398)                 (5,794)

OTHER INCOME
   Interest income                                                   48,090                   1,033
   Interest expenses                                                 (4,563)                 (1,106)
                                                    ------------------------------------------------

NET EARNINGS (LOSS) AVAILABLE TO COMMON
STOCKHOLDERS                                                 $     (350,871)          $      (5,867)
                                                    ================================================

BASIC EARNINGS (LOSS) PER COMMON
SHARES (NOTE 3)                                               $       (0.02)             $        -
                                                    ================================================

BASIC WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING                                               21,360,000              14,075,000
                                                    ================================================

                            See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                               XIN NET CORP. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                   FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 2000 AND YEAR ENDED DECEMBER 31, 1999
                                      (PREPARED BY MANAGEMENT AND WITHOUT AUDIT )

<S>                                      <C>         <C>         <C>          <C>            <C>                <C>
                                                                                              ACCUMULATED
                                                       STOCK     ADDITIONAL                      OTHER
                                          COMMON     AMOUNT AT    PAID IN     ACCUMULATED    COMPREHENSIVE
STATED IN U.S. DOLLARS                    SHARES     PAR VALUE    CAPITAL       DEFICIT         INCOME          TOTAL
--------------------------------------------------------------------------------------------------------------------------

Balance , December 31, 1998              14,075,000     $ 14,075   $ 862,990    $ (234,918)    $   (111,388)    $ 530,759

Exercise of Stock Option for cash at
$0.40 per share in April 1999             1,400,000        1,400     558,600                                      560,000

Compensatory Cost - Stock Options                                     42,000                                       42,000

Private placement of Common Stock for
cash at $1.00 per share in May 1999       5,500,000        5,500   5,494,500                                    5,500,000

Offering Costs                                                      (385,000)                                    (385,000)

Common Stock for Services Rendered
at $1.00 per share in September 1999        385,000          385     384,615                                      385,000

Capital Contributions for Past Services                              256,320                                      256,320

Loss for the year ended
December 31, 1999                                                               (1,084,027)                    (1,084,027)

Other Comprehensive Income :                                                                          4,169         4,169
Translation adjustments
                                       -----------------------------------------------------------------------------------

Balance, December 31, 1999               21,360,000     $ 21,360  $7,214,025  $ (1,318,945)    $   (107,219)  $ 5,809,221

Loss for the three months ended
March 31, 2000                                                                    (350,871)                      (350,871)

Other Comprehensive Income:
Translation adjustments                                                                              (2,609)       (2,609)
                                       -----------------------------------------------------------------------------------
Balance, March 31, 2000                  21,360,000     $ 21,360  $7,214,025  $ (1,669,816)    $   (109,828)  $ 5,455,741
                                       ===================================================================================


                                    See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                   XIN NET CORP. AND SUBSIDIARIES
                                                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
                                            ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )

<S>                                                                                  <C>                     <C>
STATED IN U.S. DOLLARS                                                                       2000                   1999
-------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

  Net loss                                                                           $  (350,871)            $   (5,867)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation and amortization                                                         39,314                  1,904
    Compensatory cost - Stock options                                                          -                 42,000
    Translation adjustments
   Changes in assets and liabilities                                                      (2,609)                     -
      (Increase) Decrease in accounts receivable                                        (146,543)               (28,131)
      (Increase) in prepaid expenses                                                     (75,803)                 2,614
      Decrease (Increase) in inventory                                                    68,863                (15,002)
      Increase in accounts payable                                                        39,871                 79,422
      (Decrease) Increase in unearned revenue                                             68,772                  1,517
                                                                         ------------------------------------------------
                                                                                        (359,006)                78,457
                                                                         ------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                                   (191,952)               (20,245)
                                                                         ------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Principal repayment on capital lease obligations                                       (12,225)                     -
                                                                         ------------------------------------------------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                        (563,183)                58,212

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                         5,512,614               336,189

                                                                         ------------------------------------------------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                        $      4,949,431             $  394,401
                                                                         ================================================

                                           See accompanying notes to financial statements.
</TABLE>
<PAGE>


                         XIN NET CORP. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2000 AND 1999
                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )



STATED IN U.S. DOLLARS                                   2000               1999
--------------------------------------------------------------------------------

SUPPLEMENTAL INFORMATION :

Cash paid for :
    Interest                                         $  4,563           $  1,106
    Income taxes                                            -                  -

Noncash investing and financing :
    Capital Contributions for services performed            -                  -
    Compensatory cost - Stock option                 $      -          $  42,000











                 See accompanying notes to financial statements.
<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999
                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )

1        BASIS OF PRESENTATION

         The accompanying  unaudited financial  statements have been prepared in
         conformity  with generally  accepted  accounting  principles.  However,
         certain  information  and  footnote  disclosures  normally  included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting  principles  have been omitted or condensed  pursuant to the
         rules  and  regulations  of  the  Securities  and  Exchange  Commission
         ("SEC").  In the opinion of the management all  adjustments of a normal
         recurring nature necessary for a fair  presentation have been included.
         The results  for interim  periods  are not  necessarily  indicative  of
         results for the entire year.  These  condensed  consolidated  financial
         statements and  accompanying  notes should be read in conjunction  with
         the Company's annual  consolidated  financial  statements and the notes
         thereto for the fiscal  year ended  December  31, 1999  included in its
         Annual Report on Form 10-KSB.

         The unaudited condensed  consolidated  financial statements include Xin
         Net Corp. and its subsidiaries.  Significant inter-company transactions
         and accounts have been eliminated.

         Certain  prior-period  amounts have been reclassified to conform to the
         current period's presentation.

2        CAPITAL LEASE OBLIGATION

         The  Company  leases  computer  equipment,  through  its  wholly  owned
         subsidiary   company   Infornet   Investment   Corp.,    repayable   at
         approximately  $5,784  (CND  8,407)  per  month to June 30,  2002.  The
         liability  includes  imputed  interest at an average  rate of 6.12% per
         annum.


<PAGE>
                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999
                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )


2        CAPITAL LEASE OBLIGATION ( CONTINUED )

                Total minimum lease payments
                for the year ended March 31

                                       2001          $                 69,408
                                       2002                            69,408
                                       2003                            48,804
                                                         -----------------------
                                                                      187,620

                Less : Amount representing interest                   (14,656)
                                                         -----------------------
                Present value of minimum lease payment                172,964
                Less : Current portion                                (69,408)
                                                         -----------------------
                                                     $                103,556
                                                         =======================


3        EARNINGS PER SHARE

         Basic earnings per share is computed by dividing net earnings available
         to common stockholders by the weighted-average  number of common shares
         outstanding  during the period.  Diluted earnings per share is computed
         by  dividing  net  earnings  available  to common  stockholders  by the
         weighted-average  number of common shares outstanding during the period
         increased to include the number of additional  common shares that would
         have been  outstanding if potentially  dilutive  common shares had been
         issued.

         The  following  table  sets  forth the  computations  of shares and net
         earnings  used in the  calculation  of basic and diluted  earnings  per
         share for the first quarter ended 2000 and 1999 :


<PAGE>


                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999
                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )


3        EARNINGS PER SHARE ( CONTINUED )

                                                 03/31/2000           03/31/1999
                                                 -----------          ----------

         Net loss for the period                 $ (350,871)           $ (5,867)

         Weighted-average shares outstanding     21,360,000          14,075,000

         BASIC LOSS PER SHARE                      $  (0.02)            $ (0.00)
                                                 ==========           ==========


         Due to the loss for the three months ended March 31, 2000 and 1999, the
         effect of  outstanding  warrants and stock options were not included as
         the effect would be anti-dilutive.
<TABLE>
<CAPTION>

4        SEGMENT AND GEOGRAPHIC DATA

         The Company's  reportable  segments are  geographic  areas that provide
         internet  services  and  products  to the Chinese  markets.  Summarized
         financial  information  concerning the Company's reportable segments is
         shown in the following  table.  The "Other" column  includes  corporate
         related items, and, as it relates to segment profit (loss),  income and
         expenses not allocated to reportable segments.
<S>                                                  <C>           <C>           <C>            <C>
         FOR 3 MONTHS ENDED 3/31/2000                 CHINA        CANADA        OTHER          TOTAL
         ----------------------------                 -----        ------        -----          -----

         Revenue from customers                        $616,125        $   -        $    -        $616,125
         Interest revenue                                     -            -        48,090          48,090
         Inter-segment revenue                                -            -             -               -
         Operating income (loss)                      (298,954)      (5,881)      (94,126)       (398,961)
         Total assets                                $2,675,721      $11,134    $3,331,273      $6,018,128

         FOR 3 MONTHS ENDED 3/31/1999                   CHINA        CANADA        OTHER          TOTAL
         ----------------------------                   -----        ------        -----          -----

         Revenue from customers                       $ 174,144        $   -       $     -        $174,144
         Interest revenue                                 1,033            -             -           1,033
         Inter-segment revenue                                -            -             -               -
         Operating income (loss)                         71,027     (21,194)      (56,733)          (6,900)
         Total assets                                 $ 714,922       $6,648        $   77        $721,647

</TABLE>
<PAGE>
                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2000 AND 1999
                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )

5         TOTAL AMOUNT ADVANCED TO JOINT VENTURE

          As of March 31, 2000,  the total amount  advanced to the joint venture
          project is $1,786,750.



6         INVENTORY

          Inventory  at March 31,  2000,  of $30,343  consists of access  cards,
          modems and accessories.


<PAGE>

ITEM 2.

          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This financial  statement contains figures that have been amended as a result of
adopting  recommendations from the SEC (Securities and Exchange Commission).  As
the  Company  has  acted  in  the  capacity  of  an  agent  of  ICANN-accredited
international  domain  name  registrars  on  and  before  March  31,  2000,  the
international  domain  name  revenue  is  changed  to  being  reported  on a net
commission   basis,   as  opposed  to  reporting  gross  revenue  and  including
agent-related  costs in the "cost of revenue" item. Some other figures have also
been amended to reflect actual results instead of management estimates.

RESULTS OF  OPERATIONS  FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2000 COMPARED
TO THE SAME PERIOD IN 1999.

The Company had revenues from its  operations in China in the amount of $616,125
in the first quarter of 2000 as compared to $174,144 in the same period in 1999.
The increase  was the result of the  Company's  sustained  efforts to market its
internet access and domain name registration services.

The Company had a cost of revenue of $102,285  which  resulted in a gross profit
of  $513,840  in the first  quarter of 2000,  as opposed to a cost of revenue of
$36,346 which resulted in a gross profit of $137,798 in the quarter in 1999.

The Company  incurred total expenses of $908,238 in the quarter in 2000 compared
to $143,592 in the quarter in 1999,  as a result of  expenditures  to expand its
ISP, Domain Name Registration and E-commerce business in China.

The  largest   expenses  of   operations   in  the  quarter  were  $415,131  for
administration and office, $223,200 for advertising and promotion,  $230,593 for
telephone and communication.

Interest income: Interest income was $48,090 for the period ended March 31, 2000
as compared to $1,033 for the same period in 1999. Interest income earned in the
future will be  dependent  on Company  funding  cycles and  prevailing  interest
rates.

The Company had an operating  loss of  ($394,398) in the period in 2000 compared
to a loss of ($5,794) in 1999. The net loss after interest income was ($350,871)
in 2000 compared to ($5,867) in 1999. Loss per share was ($.02) in the period in
2000 and nominal in 1999.

As of March 31, 2000, the Company's  accumulated deficit was ($1,669,816) and as
a result,  there has been no provision for income taxes to date. The Company has
net operating  loss carry  forwards that will expire  principally in 2012 unless
utilized by the Company.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2000,  the Company had total  current  assets of  $5,441,947  of
which  $4,949,431  was cash.  At the same time,  there was  $458,831  in current
liabilities leaving a working capital of $4,983,116.

<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1.           Legal Proceedings - None.

Item 2.           Changes in securities - None.

Item 3.           Defaults upon senior securities - None.

Item 4.           Submission of matters to a vote of security holders - None.

Item 5.           Other information - None.

Item 6.           Exhibits and reports on Form 8-K

                         (a)  The  following  are  filed  as  Exhibits  to  this
                    Quarterly Report.  The numbers refer to the Exhibit Table of
                    Item 601 of Regulation S-K:

                                    None.

                         (b) Reports on Form 8-K filed  during the three  months
                    ended March 31, 2000. (incorporated by reference)

                                    None.




<PAGE>


                                   Signatures

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf of the
undersigned thereunto duly authorized.


Dated: November 24, 2000


                                          XIN NET CORP.



                                          by:/s/Marc Hung
                                          Marc Hung, President