SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                  FORM 10QSB/A
                                Amendment No. 2


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

                               CIK NO.: 0001082603

For Quarter Ended                                        Commission File Number
June 30, 2000                                                     0-26559


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



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

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

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                         21,360,000 as of June 30, 2000



<PAGE>
<TABLE>
<CAPTION>
                          PART 1. FINANCIAL INFORMATION

ITEM 1.           FINANCIAL STATEMENTS


                                             XIN NET CORP. AND SUBSIDIARIES
                                               CONSOLIDATED BALANCE SHEETS
                                           JUNE 30, 2000 AND DECEMBER 31, 1999
                                      ( Prepared by management and without audit )


Stated in U.S. dollars                                               2000                        1999
-----------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                         <C>
ASSETS

Current Assets
  Cash                                                         $        3,972,607          $  5,512,614
  Other receivables                                                       211,489               223,466
  Inventory   (Note 7)                                                     22,568                99,206
  Prepaid expenses                                                        227,115                16,361
                                                                ------------------ ---------------------
Total Current Assets                                                    4,433,779             5,851,647

Property and Equipment, Net (Note 6)                                      915,423               422,620

Other Assets
  Organizational costs, Net                                                 2,111                   923

                                                               ------------------ ---------------------
Total Assets                                                   $        5,351,313          $  6,275,190
                                                                ================== =====================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Other Accrued Liabilities               $          290,118               162,041
  Unearned Revenue                                                        410,642               118,739
  Current portion of obligation under capital lease (Note 2)               68,197                58,920
                                                                ------------------ ---------------------
                                                                          768,957               339,700

Obligation under Capital Lease (Note 2)                                    87,218               126,269
Commitments and Contingencies  (Note 8)                                         -                     -

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                                                  (2,611,404)           (1,318,945)
  Accumulated other comprehensive income                                 (128,843)             (107,219)
                                                                -------------------------- ---------------------
Total Stockholders' Equity                                              4,495,138             5,809,221
                                                                -------------------------- ---------------------
Total Liabilities and Stockholders' Equity                     $        5,351,313          $  6,275,190
                                                                ========================== =====================



                                     See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                            XIN NET CORP. AND SUBSIDIARIES
                                         CONSOLIDATED STATEMENTS OF OPERATIONS
                          FOR THREE-MONTH AND SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                                     (Prepared by management and without audited)


                                                     Three Months Ended June 30        Six Months Ended June 30
Stated in U.S. dollars                                       2000            1999              2000             1999
---------------------------------------------------------------------------------------------------------------------
Revenue
<S>                                                    <C>             <C>            <C>                 <C>
  Internet access cards                                 $ 566,293       $ 191,945         $ 796,680        $ 366,089
  Domain name registration                                174,684               -           499,210                -
  E-Solution                                              122,239               -           183,451                -
                                                   ------------------------------------------------------------------
                                                          863,216         191,945         1,479,341          366,089
Cost of Revenue
  Internet access Cards                                   118,407          29,550           182,809           65,896
  Domain name registration                                112,729               -           150,557                -
  E-Solution                                                9,402               -             9,457                -
                                                   ------------------------------------------------------------------
                                                          240,538          29,550           342,823           65,896
                                                   ------------------------------------------------------------------

Gross Profit                                              622,678         162,395         1,136,518          300,193
Expenses
   Administration and office                              748,717          97,647         1,163,848          192,885
   Advertising and promotion                              628,340               -           851,540                -
   Amortization                                            60,330           1,842            99,644            3,746
   Telephone and communication                            163,806         123,252           394,399          169,703
                                                   ------------------------------------------------------------------
                                                        1,601,193         222,741         2,509,431          366,334
                                                   ------------------------------------------------------------------

Operating Profit (Loss)                                 (978,515)        (60,346)       (1,372,913)         (66,141)
Other Income
   Interest Income                                         41,663          44,614            89,753           45,647
   Interest Expense                                        (4,736)         (1,621)           (9,299)          (2,726)
                                                   ------------------------------------------------------------------
Net Earnings (Loss) Available to Common
Stockholders                                          $ (941,588)      $ (17,353)     $ (1,292,459)       $ (23,220)
                                                   ==================================================================
Basic Earnings (Loss) per Common
Shares (Note 3)                                         $  (0.04)      $   (0.00)        $   (0.06)        $  (0.00)
                                                   ==================================================================
Basic Weighted Average Common
Shares Outstanding                                     21,360,000      18,014,780        21,360,000       16,055,773
                                                   ==================================================================



                                    See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               XIN NET CORP. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                        FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2000 AND YEAR ENDED DECEMBER 31, 1999
                                        ( Prepared by management and without audit )

                                                                                                Accumulated
                                                          Stock     Additional                     Other
                                              Common    Amount At    Paid In    Accumulated    Comprehensive
Stated in U.S. dollars                        Shares    Par Value    Capital      Deficit         Income         Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>        <C>        <C>             <C>            <C>
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: Translation
Adjustments                                                                                             4,169        4,169

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

Loss for the six months ended June 30, 2000                                       (1,292,459)                   (1,292,459)

Other comprehensive income : Translation
Adjustments                                                                                           (21,624)     (21,624)
                                           --------------------------------------------------------------------------------
Balance, June 30, 2000                       21,360,000    $ 21,360  $7,214,025 $ (2,611,404)    $   (128,843)  $4,495,138
                                           ================================================================================



                                       See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                XIN NET CORP. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                         ( Prepared by management and without audit )

Stated in U.S. dollars                                                2000                  1999
-----------------------------------------------------------------------------------------------------
<S>                                                            <C>                    <C>

Cash flows from operating activities

  Net loss                                                     $   (1,292,459)        $     (23,220)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation and amortization                                      99,644                 3,746
    Compensatory cost - stock options                                       -                42,000
    Translation adjustments                                           (21,624)                    -
    Changes in assets and liabilities
      (Increase) Decrease in accounts receivable                       11,977               (52,714)
      (Increase) Decrease in prepaid expenses                        (210,754)                1,164
      Decrease (Increase) in inventory                                 76,638               (15,047)
      (Decrease) in accounts payable                                  128,077                93,676
      Increase in unearned revenue                                    291,903                 9,210
                                                        ---------------------------------------------
 Net cash provided by (used in) operating activities                 (916,598)               58,815
                                                        ---------------------------------------------
Cash flows from investing activities
  Purchases of property and equipment                                (592,366)              (35,995)
  Increase in organizational costs                                     (1,269)                    -
                                                        ---------------------------------------------
 Net cash flows used in investing activities                         (593,635)              (35,995)
                                                        ---------------------------------------------
Cash flows from financing activities
  Principal repayment on capital lease obligations                    (29,774)                     -
  Issuance of common stock                                                   -             6,060,000
  Related party repayment                                                    -               (20,000)
                                                        ---------------------------------------------
 Net cash provided by (used in) financing activities                  (29,774)             6,040,000
                                                        ---------------------------------------------

Increase (Decrease) in cash and cash equivalents                   (1,540,007)             6,062,820

Cash and cash equivalents - beginning of period                     5,512,614                336,189
                                                        ---------------------------------------------
Cash and cash equivalents - end of period                        $  3,972,607         $    6,399,009
                                                        =============================================


</TABLE>
                            See Accompanying Notes to Financial Statements

<PAGE>
<TABLE>
<CAPTION>


                                  XIN NET CORP. AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2000 AND 1999
                           ( Prepared by management and without audit )

Stated in U.S. dollars                                            2000                1999
-------------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>

Supplemental Information:

Cash paid for:
    Interest                                                $    9,299          $    2,726
    Income taxes                                                     -                   -

Non-cash investing and financing :
    Capital contributions for services performed             $       -           $       -
    Compensatory cost - stock option                                 -              42,000
    Equipment acquired under capital lease obligation                -             214,959


</TABLE>

                 See Accompanying Notes to Financial Statements
<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 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  $5,719  (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
                             June 30, 2000 and 1999
                  ( Prepared by management and without audit )

2        Capital Lease Obligation ( Continued )


                Total minimum lease payments
                for the year ended June 30

                                       2001                  $       68,197
                                       2002                          68,197
                                       2003                          30,904
                                                               -------------
                                                                    167,298

                Less: Amount representing interest                  (11,883)
                                                               -------------
                Present value of minimum lease payment              155,415
                Less: Current portion                               (68,197)
                                                               -------------
                                                             $       87,218
                                                               =============



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 second  quarter and the six-month  periods ended June 30,
         2000 and 1999:


<PAGE>
<TABLE>
<CAPTION>

                                      XIN NET CORP. AND SUBSIDIARIES
                              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                          June 30, 2000 and 1999
                               ( Prepared by management and without audit )

3        Earnings Per Share ( Continued )
<S>                                                  <C>          <C>           <C>             <C>

                                                       Three months ended           Six months ended
                                                      06/30/00    06/30/99       06/30/00       06/30/99
                                                      --------    --------       --------       --------

         Net income (loss) for the period            $  (941,588) $ (17,353)    $ (1,292,459)   $ (23,220)


         Weighted-average shares outstanding          21,360,000  18,014,780       21,360,000   16,055,773

         Effect of dilutive securities :
         Dilutive options                                      -           -                -            -
         Dilutive warrants                                     -           -                -            -
                                                    ------------------------- -----------------------------
         Dilutive potential common shares
                                                               -           -                -            -
                                                    ------------------------- -----------------------------

         Adjusted weighted-average shares and
         assumed conversions                          21,360,000  18,014,780       21,360,000   16,055,773

         Basic earnings per share                      $  (0.04)    $ (0.00)        $  (0.06)   $  (0.00)
                                                       =========    ========        =========   =========

         Diluted earnings per share                    $  (0.04)    $ (0.00)        $  (0.06)   $  (0.00)
                                                       =========    ========        =========   =========

</TABLE>


         Due to the loss for the  three-month  and six-month  periods ended June
         30, 2000 and 1999, the effect of  outstanding  options and warrants was
         not included as the effect would be anti-dilutive.

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.


<PAGE>
<TABLE>
<CAPTION>

                                      XIN NET CORP. AND SUBSIDIARIES
                              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                          June 30, 2000 and 1999
                               ( Prepared by management and without audit )


4        Segment and Geographic Data (Continued)

<S>                                                  <C>           <C>           <C>            <C>
         For 3 months ended 6/30/2000                 China        Canada        Other          Total
         ----------------------------                 -----        ------        -----          -----
         Revenue from customers                      $  863,216        $   -       $     -      $  863,216
         Interest revenue                                   849            -        40,814          41,663
         Inter-segment revenue                                -            -             -               -
         Operating income (loss)                       (864,240)      (7,312)     (111,699)       (983,251)
         Total assets                                 2,654,098       29,014     2,668,201       5,351,313


         For 3 months ended 6/30/1999                 China        Canada        Other          Total
         ----------------------------                 -----        ------        -----          -----
         Revenue from customers                       $191,945         $   -       $     -        $191,945
         Interest revenue                                1,064             -        43,550          44,614
         Inter-segment revenue                               -             -             -               -
         Operating income (loss)                        26,116       (29,849)      (58,234)        (61,967)
         Total assets                                1,311,607       322,818     5,346,774       6,981,199



         For 6 months ended 6/30/2000                 China         Canada         Other           Total
         ----------------------------                 -----         ------         -----           -----
         Revenue from customers                    $1,479,341         $   -        $     -      $1,479,341
         Interest revenue                                 849             -         88,904          89,753
         Inter-segment revenue                              -             -              -               -
         Operating income (loss)                   (1,163,194)      (13,193)      (205,825)     (1,382,212)
         Total assets                               2,654,098        29,014      2,668,201       5,351,313



         For 6 months ended 6/30/1999                 China         Canada         Other           Total
         ----------------------------                 -----         ------         -----           -----
         Revenue from customers                     $ 366,089         $   -        $     -        $366,089
         Interest revenue                               2,097             -         43,550          45,647
         Inter-segment revenue                              -             -              -               -
         Operating income (loss)                       97,143       (51,043)      (114,967)        (68,867)
         Total assets                               1,311,607       322,818      5,346,774       6,981,199

</TABLE>

<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             June 30, 2000 and 1999
                  ( Prepared by management and without audit )


5        Total Amount Advanced to Joint Venture

         As at June 30,  2000,  the total amount  advanced to the joint  venture
         project is $2,302,901.


6        Property and Equipment

           Property and equipment consists of the following:

                                                June 30, 2000  December 31, 1999

           Office equipment                           138,945             8,586
           Equipment                                  883,444           521,627
           Furniture                                   29,413             5,455
                                           -------------------------------------
           Total                                    1,051,802           535,668
           Less: Accumulated depreciation           (136,379)          (113,048)
                                           -------------------------------------
           Net book value                             915,423           422,620
                                           =====================================


          The  total  depreciation   exepense  charged  to  operations  for  the
          six-month period is $99,562.



7         Inventory

          Inventory at June 30, 2000,  of $22,568,  consists of internet  access
          cards, modems and accessories.


8         Commitments and Contingencies

          The  Company  issued a standby  letter of credit in sum of $100,000 as
          security  deposit to a domain name registrar in June 2000. The standby
          letter of  credit  is  secured  by the same  amount  of fixed  deposit
          maintained at a bank and will expire on June 30, 2001.

<PAGE>
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 June 30,
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 JUNE 30, 2000 COMPARED TO
THE SAME PERIOD IN 1999

     The  Company had  revenues  from its  operations  in China in the amount of
$863,216  in the second  quarter of 2000 as  compared  to  $191,945  in the same
period in 1999. The increase was due to significant  growth in sales of internet
access services and the  introduction of domain name  registration  services and
e-solutions services.

     The  Company had a cost of revenue of  $240,538  which  resulted in a gross
profit of  $622,678  in the  second  quarter  of 2000,  as  opposed to a cost of
revenue of $29,550  which  resulted in a gross  profit of $162,395 in the second
quarter in 1999.

     The Company  incurred total expenses of $1,601,193 in the second quarter in
2000  compared  to  $222,741  in  the  same  period  of  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  $748,717  for
administration and office, $628,340 for advertising and promotion,  and $163,806
for telephone and communication.

     The  Company  had an  operating  loss of  ($978,515)  in the period in 2000
compared  to a loss of  ($60,346)  in the  period  in 1999.  Loss per  share was
($0.04) in the period in 2000 and nominal in 1999.

<PAGE>

RESULTS OF  OPERATIONS  FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO
THE SAME PERIOD IN 1999

     The  Company had  revenues  from its  operations  in China in the amount of
$1,479,341  in the first half of 2000 as compared to $366,089 in the same period
in 1999.  The  increase was due to  significant  growth in the sales of internet
access services and the  introduction of domain name  registration  services and
e-solutions services..

     The  Company had a cost of revenue of  $342,823  which  resulted in a gross
profit of  $1,136,518 in the first half of 2000, as opposed to a cost of revenue
of $65,896  which  resulted  in a gross  profit of $300,193 in the first half in
1999.

     The Company incurred total expenses of $2,509,431 in the first half in 2000
compared to $366,334 in the first half of 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 first half were  $1,163,848  for
administration and office, $851,540 for advertising and promotion,  and $394,399
for telephone and communication.

     The Company had an  operating  loss of  ($1,372,913)  in the period in 2000
compared  to a loss of  ($66,141)  in 1999.  Loss per share was  ($0.06)  in the
period in 2000 and nominal in 1999.

         Interest  income:  Interest  income was $89,753 in the six month period
ended June 30, 2000 as compared to $45,647 for the same period in 1999. Interest
income  earned in the future will be  dependent  on Company  funding  cycles and
prevailing interest rates.

         Provision for income tax: As of the six month ended June 30, 2000,  the
Company's  accumulated deficit was ($2,611,404) 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 June 30, 2000, the Company had total current assets of $4,433,779
of which  $3,972,607  was cash. At the same time,  there was $768,957 in current
liabilities leaving a working capital of $3,664,822.The Company has no debt.

     The Company had $3,972,607 in cash at June 30, 2000, compared to $6,399,009
at the same time one year earlier.  The capital  structure with the exception of
the accumulated losses has remained the same for both periods.


<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS
------      -----------------

            None

ITEM 2.     CHANGES IN SECURITIES
-------     ---------------------

            None

ITEM 3.     DEFAULT 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
-------     --------------------------------

            None


<PAGE>
                                  XIN NET CORP.


                                   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 by the
undersigned thereunto duly authorized.

                                               XIN NET CORP.



                                               By:/s/Marc Hung
Date:  November 24, 2000                       ---------------------------------
                                               Marc Hung, President