SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 10QSB/A


                                 CIK: 0001082603

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


For Quarter Ended                                   Commission File Number
September 30, 1999                                  0-26559


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


                  Florida                                    3307251560
         (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) (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         No    X

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 common shares as of September 30, 1999


<PAGE>


<TABLE>
<CAPTION>

                                     XIN NET CORP. AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                 SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

                              ( Prepared by management and without audit )

<S>                                                 <C>                            <C>
Stated in U.S. dollars                                  September 30, 1999           December 31, 1998
--------------------------------------------------------------------------------------------------------------
ASSETS

CURRENT ASSETS

  Cash                                                $                6,109,389    $                  336,189
  Accounts Receivable                                                    376,284                        37,376
  Prepaid Expenses                                                         8,776                         2,614
  Inventory  (Note 2)                                                     15,970                             -
                                                       -------------------------     -------------------------
TOTAL CURRENT ASSETS                                                   6,510,419                       376,179

PROPERTY AND EQUIPMENT, NET                                              534,475                       227,427

OTHER ASSETS
  Organizational Costs, Net                                                  935                           969
                                                        ------------------------      ------------------------
TOTAL ASSETS                                          $                7,045,829     $                 604,575
                                                         =======================      ========================
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

  Accounts Payable and Other Accrued
  Liabilities                                            $               378,700    $                   20,504
  Other Advances                                                                   -                    20,000
  Current portion of Obligation under Capital
  Lease ( Note 3 )                                                        58,040                             -
                                                         -----------------------      ------------------------
                                                                         436,740                        40,504

OBLIGATION UNDER CAPITAL LEASE   (NOTE 3)                                141,347                             -

COMMITMENTS AND CONTINGENCIES                                                      -                         -

STOCKHOLDERS' EQUITY   (NOTE 4)

  Common Stock : $0.001 Par Value
    Authorized : 50,000,000
    Issued and Outstanding : 21,360,000
    (1998: 14,075,000)                                                    21,360                       14,075
  Additional Paid In Capital                                           6,915,705                      862,990
  Accumulated Deficit                                                   (357,935)                    (201,606)
  Accumulated Other Comprehensive Income                               (111,388)                     (111,388)
                                                          ----------------------      -----------------------
TOTAL STOCKHOLDERS' EQUITY                                             6,467,742                      564,071

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY               $             7,045,829    $                 604,575
                                                          ======================      =======================



                                            SEE ACCOMPANYING NOTES
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                              XIN NET CORP. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENTS OF OPERATIONS
                               FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998

                                      (Prepared by management and without audited)
<S>                                          <C>                   <C>                     <C>                     <C>

                                                     3 Months Ended September 30                  9 Months Ended September 30
STATED IN U.S. DOLLARS                               1999                   1998                   1999                  1998

REVENUE                                      $         283,178      $        135,824       $         592,581       $      394,739
                                                  ------------        --------------                 ----------          ---------
EXPENSES

   Administration and office                           103,424                46,221                191,677               82,000
   Amortization                                         38,474                17,150                 62,220               45,150
   Business development                                 81,682                 4,800                 90,067                 7,233
   Consulting and management
   fees                                                 20,110                15,469                  45,984               37,039
   Foreign exchange (gain) loss                          1,055               (29,133)                    794              (25,747)
   Interest                                              2,973                 1,016                   5,699                2,415
   Professional fees                                    71,557                16,052                  91,036               32,959
   Rent                                                 32,834                     -                  64,304                    -
   Salaries and benefits                                61,352                23,283                 113,438               58,284
   Selling expenses                                    115,115                42,105                 186,818               99,110
   Shareholder information,
   transfer agent and filing fees                        1,688                     -                   5,287                    -
                                        -----------------------       --------------                -----------         ----------
                                                       530,264               136,963                 857,324              338,443
                                        -----------------------       --------------                -----------         ----------

OPERATING PROFIT (LOSS)                               (247,086)              (1,139)                (264,743)               56,296

OTHER INCOME
   Interest                                             62,767                  309                  108,414                 1,590
                                        ----------------------        --------------                -----------         -----------
Net Earnings (Loss) Available
to Common Stockholders                       $       (184,319)     $           (830)      $         (156,329)     $        57,886
                                        ======================        ==============           ================         ===========


Basic Earnings (Loss) per
Common Shares (Note 5)                    $             (0.01)    $               -       $            (0.01)      $            -
                                        ======================        ==============           =================        ===========

Basic Weighted Average Common
Shares Outstanding (Note 5)                        21,033,587            14,075,000               17,733,278           14,075,000
                                        =====================         ==============           =================        ===========
Diluted Earnings (Loss) Per
Common Shares   (Note 5)                  $             (0.01)     $              -       $             (0.01)     $            -
                                        =====================         ==============           =================        ===========
Weighted Average Common
Shares Outstanding, Assuming
Dilution (Note 5)                                  21,033,587            14,075,000               17,733,278            14,075,000
                                        =====================         ==============           =================        ===========

                                             SEE ACCOMPANYING NOTES

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                                         XIN NET CORP. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 1998

                                (Prepared by management and without audit)

<S>                                                                   <C>                 <C>

                                                                      Nine Months Ended September 30

STATED IN U.S. DOLLARS                                                   1999                 1998
--------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES

  Net profit (loss)                                                     $ (156,329)        $      57,886
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation and amortization                                            62,220               45,150
    Changes in assets and liabilities
      (Increase) Decrease in accounts receivable                          (338,908)                9,351
      (Increase) in prepaid expenses                                        (6,162)                    -
      (Increase) in inventory                                              (15,970)             (14,976)
      Increase in accounts payable                                          358,196               16,235
      Increase (Decrease) in other advance                                 (20,000)               20,000
                                                                      --------------           ---------
                                                                          (116,953)              133,646
                                                                      --------------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of property and equipment                                     (155,009)            (205,887)
  Purchases of assets under capital lease                                 (214,225)                    -
                                                                      --------------           ---------
                                                                          (369,234)            (205,887)
                                                                      --------------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Increase (Decrease) in obligation under capital lease                     199,387                    -
  Issuance of common stock                                                6,060,000                   35
                                                                      --------------           ---------
                                                                          6,259,387                   35
                                                                      --------------           ---------
Increase (Decrease) in cash and cash equivalents                          5,773,200             (72,206)

Cash and cash equivalents - beginning of period                             336,189              337,366
                                                                      --------------           ---------

Cash and Cash Equivalents - end of period                              $  6,109,389         $    265,160
                                                                      =============            =========
SUPPLEMENTAL INFORMATION

Cash paid for :
    Interest                                                         $        5,699       $        2,415
    Income taxes                                                                  -                    -
Non-cash investing and financing :
    Common Stock issued for services                                 $      385,000       $            -


                                                 SEE ACCOMPANYING NOTES

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                            XIN NET CORP. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999

                                     ( Prepared by management and without audit )
<S>                                         <C>             <C>            <C>            <C>             <C>                <C>
                                                            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    (201,606)       $(111,388)      $  564,071

Exercise of Stock Option for cash at $0.40       810,000           810          23,190                                       324,000
per share on April 4, 1999

Exercise of Stock Option for cash at $0.40       590,000           590         235,410                                       236,000
per share on April 6, 1999

Private placement of Common Stock for cash     5,500,000         5,500       5,109,500                                     5,115,000
at $1.00 per share on May 19, 1999, net of
costs of $385,000

Issuance of Common Stock for services at         385,000           385         384,615                                       385,000
$1.00 per share on September 17, 1999

Loss for the nine months ended September 30, 1999                                          (156,329)                       (156,329)

                                            ----------------------------------------------------------------------------------------
Balance, September 30, 1999                   21,360,000    $   21,360     $ 6,915,705    $(357,935)      $(111,388)    $ 6,467,742
                                             =======================================================================================



                                                SEE ACCOMPANYING NOTES

</TABLE>
<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998

                   (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, 1998 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        INVENTORY

         Inventory is stated at lower of first-in, first-out cost or market.

3        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
                           SEPTEMBER 30, 1999 AND 1998

                   (PREPARED BY MANAGEMENT AND WITHOUT AUDIT)


3        CAPITAL LEASE OBLIGATION ( CONTINUED )

Total minimum lease payments
for the year ended December 31

                       1999                 $                 17,133
                       2000                                   68,530
                       2001                                   68,530
                       2002                                   65,167
                                                       --------------
                                                             219,360

Less : Amount representing interest                          (19,973)
                                                       --------------
Present value of minimum lease payment                       199,387
Less : Current portion                                       (58,040)
                                                       --------------
                                            $                141,347
                                                       ==============

4        STOCKHOLDERS' EQUITY

         On February 26, 1999,  stock options for a total of 1.4 million  shares
at $0.40 per share were granted.  All the options were  exercised as of April 6,
1999.

         In May 1999,  the Company  issued  5,500,000  common shares through its
unit private placement, at $1.00 per share, or $5,500,000. Each common share was
issued with a warrant.  Each  warrant  entitles  the holder to  purchase,  on or
before March 31, 2001, one  additional  unit of common share at a price of $2.00
per unit, each unit  consisting of one common share and one additional  warrant.
The additional  warrant  entitles the holder to purchase one  additional  common
share at a price of $5.00 per share on or before March 31, 2002.


<PAGE>


                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998

                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )


4        STOCKHOLDERS' EQUITY ( CONTINUED )

         In September 1999, the Company issued 385,000 common shares,  to Richco
Investors Inc., a related company with two directors in common with the Company,
for their services of structuring the private  placement.  Each common share was
issued  with a warrant  that  bears  the same  terms as those  issued  under the
private placement.  The service charge equaled to 7% of the value of the private
placement  or  $385,000.  In  accordance  with  paragraph  8 of  SFAS  No.  123,
"Accounting  for  Stock-Based  Compensation",  the  fair  value  of the  service
performed was used to account for the consideration received.

5        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
third quarter and the nine-month ended 1999 and 1998 :
<TABLE>
<CAPTION>
<S>                                          <C>           <C>             <C>            <C>
                                               Three months ended            Nine months ended
                                             09/30/99      09/30/98        09/30/99      09/30/98

Net income (loss) for the period             $ (184,319)  $     (830)      $ (156,329) $       57,886

Weighted-average shares outstanding           21,033,587   14,075,000       17,733,278     14,075,000

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

Adjusted weighted-average shares and
assumed conversions                           21,033,587   14,075,000       17,733,278     14,075,000

BASIC EARNINGS PER SHARE                    $     (0.01)  $    (0.00)      $     (0.01)    $     0.00
                                           ===============               ==============    ===========
DILUTED EARNINGS PER SHARE                  $     (0.01)  $    (0.00)      $     (0.01)    $     0.00
                                           ===============               ==============    ===========


</TABLE>
<PAGE>



                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998

                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )


5        EARNINGS PER SHARE ( CONTINUED )


         Due to the loss for the three  months and nine months  ended  September
30,  1999,  the effect of  outstanding  warrants  was not included as the effect
would be anti-dilutive.

6        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.

<TABLE>
<CAPTION>
<S>                                          <C>          <C>           <C>           <C>

For 3 months ended 9/30/1999                 China        Canada        Other          Total

Revenue from customers                       $ 283,178        $   -        $    -        $283,178
Interest revenue                                     -            -        62,767          62,767
Inter-segment revenue                                -            -             -               -
Operating income (loss)                      (124,890)     (60,103)      (62,093)       (247,086)
Total assets                                 1,901,305      253,995     4,890,529       7,045,829



For 3 months ended 9/30/1998                 China        Canada        Other          Total

Revenue from customers                       $ 135,824        $   -        $    -        $135,824
Interest revenue                                     -          309             -             309
Inter-segment revenue                                -            -             -               -
Operating income (loss)                         10,047      (5,636)       (5,550)         (1,139)
Total assets                                   583,451        4,767        14,389         602,607


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998

                  ( PREPARED BY MANAGEMENT AND WITHOUT AUDIT )

6        SEGMENT AND GEOGRAPHIC DATA (CONTINUED)
<S>                                               <C>           <C>            <C>             <C>
         FOR 9 MONTHS ENDED 9/30/1999              CHINA         CANADA         OTHER           TOTAL
         ----------------------------              -----         ------         -----           -----

         Revenue from customers                     $ 592,581         $   -         $    -        $592,581
         Interest revenue                                   -             -        108,414         108,414
         Inter-segment revenue                              -             -              -               -
         Operating income (loss)                     (16,440)     (111,146)      (137,157)       (264,743)
         Total assets                               1,901,305       253,995      4,890,529       7,045,829


         FOR 9 MONTHS ENDED 9/30/1998              CHINA         CANADA         OTHER           TOTAL
         ----------------------------              -----         ------         -----           -----

         Revenue from customers                     $ 394,739         $   -         $    -        $394,739
         Interest revenue                                 293         1,297              -           1,590
         Inter-segment revenue                              -             -              -               -
         Operating income (loss)                      116,172      (53,705)        (6,171)          56,296
         Total assets                                 583,451         4,767         14,389         602,607


         RECONCILIATION OF SEGMENT INFORMATION

                                                      3 MONTHS ENDED                9 MONTHS ENDED
                                                      --------------                --------------
                                                  09/30/99      09/30/98       09/30/99       09/30/98
                                                  --------      --------       --------       --------

         Revenue from customers                     $ 283,178     $ 135,824       $592,581       $ 394,739
         Interest revenue                              62,767           309        108,414           1,590
         Inter-segment revenues                             -             -              -               -
                                               ------------------------------------------------------------
         TOTAL CONSOLIDATED REVENUES               $ 345,945     $  136,133      $ 700,995       $ 396,329
                                                 ===========     ==========      =========       =========

</TABLE>



<PAGE>



ITEM 2.           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

         The Company has  experienced a significant  increase in expenses of its
Joint  Venture with an Internet  Service  Provider in China in the period due to
growth of  customer  base,  preparing  to open new cities in China for  Internet
access,  aggressive marketing and advertising in China, investment in additional
equipment for new locations and new business, and additional employee salaries.

RESULTS OF OPERATIONS  FOR THREE MONTH PERIOD ENDED  SEPTEMBER 30, 1999 COMPARED
TO THE SAME PERIOD IN 1998.

The  Company  experienced  operating  expenses  for the  three  month  period of
$530,264 in 1999 and  $136,963 in 1998.  The Company had revenues for the period
in 1999 of $283,178 and in 1998 had revenues of $135,824. The Company recorded a
net operating loss for the period in 1999 of ($247,086) and a net operating loss
of  ($1,139)  in  the  same  period  1998.  The  Company  operating  losses  are
anticipated  to continue as the Company makes major  expenditures  to expand its
operations in China.

     The  largest  categories  of  increase  in the period in 1999 were for:  a)
administration  and office to $103,424  from $46,221 in 1998,  b)  amortization,
which increased to $81,682 from $17,150 in 1998, c) business  development  which
increased  to 481,682  from  $4,800 in 1998,  d)  salaries  and  benefits  which
increased  to $61,352  from  $23,283  in 1998,  and e)  selling  expenses  which
increased to $115,115 from $42,105 in 1998.

RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999,  COMPARED TO
THE SAME PERIOD IN 1998.

The Company had revenues from Joint Venture operations for the nine month period
in 1999 of $592,581  and  revenues of  $394,739  in 1998.  The Company  incurred
$857,324 in operating expenses in the period in 1999,  resulting in an operating
loss of  ($264,743)  compared to expenses in 1998 of $338,443  and an  operating
profit of  $56,296.  The  Company  had  miscellaneous  income of $108,414 in the
period in 1999 as a result of the interest on  deposits.  In the period in 1998,
the Company had  interest  income of $1,590.  The net loss in 1999 in the period
was  ($156,329)  as  compared  to a net  profit of  $57,886  in 1998 in the same
period.

LIQUIDITY AND CAPITAL RESOURCES

The Company had cash capital at the end of the period of  $6,109,389  which will
be used to fund  operations in China.  The Company has material  commitments  to
expend funds to cover  operating  expenses of operations in China and investment
to expand its business in China with Internet  servers for which the Company had
previously  budgeted  $1,000,000  for year 1999.  The trend of operating  losses
should be expected to continue due to costs of  equipment,  start up  operations
for new locations and marketing which precede  development of additional revenue
for the Internet.

At the period end, the assets of the Company  were  $7,045,829  and  liabilities
were $378,700, not including long term lease obligations.


<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

                  In September  1999, the Company issued,  to Richco  Investors,
Inc.,  385,000  Units  consisting  of one  share  and one  warrant  to  purchase
additional  units  consisting  of a share and a warrant  to  purchase a share in
consideration for consulting services rendered to the Company in structuring the
private placement which raised  $5,500,000 in May 1999.  Richco Investors,  Inc.
owns  2,962,500  shares  of  the  Company's  common  stock  and is  managed  and
controlled by Ernest Cheung and Maurice  Tsakok,  who are officers and Directors
of the Company.

ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

          No reports on Form 8-K were made for the period for which this  report
is filed.



<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 by the
undersigned thereunto duly authorized.

Date:  March 22, 2000



                                            XIN NET CORP.


                                            /s/ Marc Hung
                                            ------------------------------------
                                            Marc Hung, President