SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                  FORM 10QSB/A

                  Quarterly Report under Section 13 or 15(d) of

                       the Securities Exchange Act of 1934

                               CIK NO.: 0001042053

For Quarter Ended                                        Commission File Number
September 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.

                       21,360,010 as of September 30, 2000



<PAGE>








                                  XIN NET CORP.

                        CONSOLIDATED FINANCIAL STATEMENTS

                               September 30, 2000

                            (Stated in U.S. dollars)

                                   (Unaudited)


<PAGE>

<TABLE>
<CAPTION>


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

<S>                                                              <C>                     <C>

Stated in U.S. dollars                                                              2000                     1999
------------------------------------------------------------------------------------------------------------------
ASSETS
Current Assets
  Cash                                                           $             2,742,662  $             5,512,614
  Other Receivables                                                              588,134                  223,466
  Inventory (Note 2)                                                             153,769                   99,206
  Prepaid Expenses                                                               363,844                   16,361
                                                                  -----------------------  -----------------------
Total Current Assets                                                           3,848,409                5,851,647
Property and Equipment, Net                                                      976,032                  422,620
Other Assets

  Organizational Costs, Net                                                        2,055                      923
                                                                  -----------------------  -----------------------
Total Assets                                                     $             4,826,496  $             6,275,190
                                                                  =======================  =======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
  Accounts Payable and Other Accrued Liabilities                 $               228,146  $               162,041
  Unearned Revenue                                                               982,011                  118,739
Current portion of Obligation under Capital Lease (Note 3)                        60,728                   58,920
                                                                  -----------------------  -----------------------
                                                                               1,270,885                  339,700

Obligation under Capital Lease (Note 3)                                           77,346                  126,269
Commitments and Contingencies (Note 9)
Stockholders' Equity
  Common Stock : $0.001 Par Value
    Authorized : 50,000,000
    Issued and Outstanding : 21,360,010 (1999: 21,360,000)                        21,360                   21,360
  Additional Paid In Capital                                                   7,214,045                7,214,025
  Accumulated Deficit                                                        (3,630,476)              (1,318,945)
  Accumulated Other Comprehensive Income                                       (126,664)                (107,219)
                                                                  -----------------------  -----------------------
Total Stockholders' Equity                                                     3,478,265                5,809,221
                                                                  -----------------------  -----------------------
Total Liabilities and Stockholders' Equity                       $             4,826,496  $             6,275,190
                                                                  =======================  =======================

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

<S>                                            <C>                  <C>             <C>                  <C>

                                            Three Months Ended September 30       Nine Months Ended September 30
Stated in U.S. dollars                          2000               1999               2000               1999
---------------------------------------------------------------------------------------------------------------------
Revenue
  Internet Access Cards                             $512,850           $165,679        $1,309,530           $531,768

  Domain Name Registration                           107,822             14,449           607,032             14,449

  E-Solutions                                        261,951             10,502           445,402             10,502
                                         ----------------------------------------------------------------------------
                                                     882,623            190,630         2,361,964
                                                                                                             556,719
Cost of Revenue

  Internet Access Cards                               30,749             25,504           213,558             91,400

  Domain Name Registration                            55,624              3,503           206,181              3,503

  E-Solutions                                          8,216                  -            17,673                  -
                                         ----------------------------------------------------------------------------

                                                      94,589             29,007           437,412             94,903
                                         ----------------------------------------------------------------------------
Gross Profit                                         788,034            161,623         1,924,552
                                                                                                             461,816
Expenses

   Administration and office                         566,641            222,593         1,397,802            386,392

   Advertising and promotion                         616,931             46,636         1,468,471             46,636

   Amortization                                       47,752             58,474           147,396             62,220

   Salaries, wages and benefits                      321,815             84,352           654,502            113,438

   Telephone and communication                       284,473             17,115           678,872            186,818
                                         ----------------------------------------------------------------------------

                                                   1,837,612            429,170         4,347,043            795,504
                                         ----------------------------------------------------------------------------
Operating Profit (Loss)                          (1,049,578)          (267,547)       (2,422,491)
                                                                                                           (333,688)
Other Income

   Interest income                                    35,352             62,767           125,105            108,414

   Interest expense                                  (4,846)            (2,973)          (14,145)            (5,699)
                                         ----------------------------------------------------------------------------
Net Earnings (Loss) Available to
Common Stockholders                             ($1,019,072)         ($207,753)      ($2,311,531)         ($230,973)
                                         ============================================================================
Basic Earnings (Loss) per
Common Shares (Note 5)                               ($0.05)            ($0.01)           ($0.11)            ($0.01)
                                         ============================================================================
Basic Weighted Average Common
Shares Outstanding                                21,360,000         21,033,587        21,360,000         17,733,278
                                         ============================================================================


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                         XIN NET CORP. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                 FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 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        1,400,000         1,400       558,600                                   560,000
per share in April 1999

Compensatory Cost - Stock Options                                                42,000                                    42,000

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

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

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

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                                                                      4,169         4,169
Adjustments
                                            --------------------------------------------------------------------------------------
Balance, December 31, 1999                       21,360,000     $  21,360   $ 7,214,025 $ (1,318,945)  $  (107,219)   $ 5,809,221

Exercise of Warrant for cash at $2.00                    10             -            20                                        20
per share in September 2000
Loss for the nine months ended September
30, 2000                                                                                  (2,311,531)                 (2,311,531)

Other Comprehensive Income : Translation                                                                   (19,445)      (19,445)
Adjustments
                                            --------------------------------------------------------------------------------------
Balance, September 30, 2000                      21,360,010     $  21,360   $ 7,214,045 $ (3,630,476)  $  (126,664)   $ 3,478,265
                                            ======================================================================================

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                         XIN NET CORP. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 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                                                     $          (2,311,531) $            (230,973)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation and amortization                                             147,396                 62,220

    Compensatory cost - stock options                                               -                 42,000

    Common stock issued for services                                                -                385,000

    Translation adjustments                                                  (19,445)                      -
    Changes in assets and liabilities
      (Increase) Decrease in other receivables                              (364,668)              (338,908)
      (Increase) Decrease in prepaid expenses                               (347,483)                (6,162)
      Decrease (Increase) in inventory                                       (54,563)               (15,970)
      (Decrease) in accounts payable                                           66,105                358,196
      Increase in unearned revenue                                            863,272                 32,644
                                                                ---------------------- ----------------------
  Net cash provided by (used in) operating activities                     (2,020,917)                288,047
                                                                ---------------------- ----------------------
Cash flows from investing activities
  Purchases of property and equipment                                       (700,670)              (155,009)

  Increase in organizational costs                                            (1,270)                     -
                                                                ---------------------- ----------------------
  Net cash flows used in investing activities                               (701,940)              (155,009)
                                                                ---------------------- ----------------------
Cash flows from financing activities
  Principal payments on capital lease obligations                            (47,115)               (14,838)
  Issuance of common stock                                                         20              6,060,000

  Offering cost                                                                     -              (385,000)

  Related party repayment                                                           -               (20,000)
                                                                ---------------------- ----------------------
  Net cash flows provided by (used in) financing activities                  (47,095)              5,640,162
                                                                ---------------------- ----------------------
Increase (Decrease) in cash and cash equivalents                          (2,769,952)              5,773,200
Cash and cash equivalents - beginning of period                             5,512,614                336,189
                                                                ---------------------- ----------------------
Cash and cash equivalents - end of period                      $            2,742,662 $            6,109,389
                                                                ====================== ======================

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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

<S>                                                        <C>                   <C>

Stated in U.S. dollars                                             2000                 1999
---------------------------------------------------------------------------------------------

Supplemental Information :

Cash paid for :
    Interest                                                $    14,145           $    5,699

    Income taxes                                                      -                    -

Noncash investing and financing :
    Common stock issued for services                        $         -           $  385,000

    Compensatory cost - Stock option                                  -               42,000

    Equipment acquired under capital lease obligation                 -              214,959

</TABLE>


<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           September 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        Significant Accounting Policies

         Revenue Recognition
         -------------------

         The   Company's   revenue  is  primarily   derived  from  the  sale  of
         nonrefundable  subscription  services  (Internet access usage cards and
         content services), domain name registration services and e-solutions.

         Revenue derived from Internet  access and content  services and  domain
         name registrations services is recognized  over the period the services
         are provided.

         In the period  prior to July 1, 2000 the  Company  acted as an agent of
         certain accredited  registrars of the Internet Corporation for Assigned
         Names and Numbers (ICANN) and remitted to these registrars an agreed-on
         fixed portion of the fees collected for registering international .com,
         .net and .org domain  names.  Such domain name  revenue was  recognized
         when collected and on a net commission  basis.  As of July 1, 2000 when
         the Company itself became fully


<PAGE>


                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2000 and 1999

                  ( Prepared by management and without audit )


2        Significant Accounting Policies (Continued)

         Revenue Recognition (Continued)
         -------------------------------

         operational as an ICANN-accredited registrar, international domain name
         revenue is recognized over the period of the services provided.

         The e-solutions revenue consists principally of electronic commerce and
         advertising  revenues,  and developing web-site home pages. The revenue
         is  recognized  as the  services  are  performed  or when the goods are
         delivered. Additionally, the Company provides consultation and training
         services as part of its promotional and  advertising  packages,  but no
         revenues have been derived or recorded from such services.

         Cost Recognition
         ----------------

         Cost of revenue  includes direct costs to produce  products and provide
         on-line services.

         Cost in relation to provide  Internet  access and content  services and
         provide  domain name  registration  in the  capacity of a registrar  is
         recognized over the period of services provided.

         Cost in relation to  e-solutions  is  recognized  as the  services  are
         performed or when the goods are delivered.

3        Inventory

         Inventory at  September  30,  2000,  of $153,769,  consists of computer
         equipment, peripherals, modems, Internet access cards and accessories.


4        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, 2000 and 1999

                  ( Prepared by management and without audit )


4        Capital Lease Obligation (Continued)

                Total minimum lease payments
                for the year ended September 30

                                       2001                   $          66,943
                                       2002                              80,544
                                                                ----------------
                                                                        147,487
                Less : Amount representing interest                     (9,413)
                                                                ----------------
                Present value of minimum lease payment                  138,074
                Less : Current portion                                 (66,943)
                                                                ----------------
                                                              $          71,131
                                                                ================


5        Stockholders' Equity

         On  September  29,  2000,  the  shareholders  at the  price  of $2 each
         exercised ten warrants.

         As at September 30, 2000,  5,884,990 Series A warrants are outstanding.
         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 Series B warrant.  The
         Series B warrant entitles the holder to purchase one additional  common
         share at a price of $5.00 per share on or before March 31, 2002.

         As at September  30, 2000, 10 Series B warrants are  outstanding.  Each
         warrant  entitles the holder to purchase one 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, 2000 and 1999

                  ( Prepared by management and without audit )


6        Earnings Per Share

         Basic  earnings  per  share  are  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  earnings per share for the
         third quarter and the nine-month  periods ended  September 30, 2000 and
         1999 :
<TABLE>
<CAPTION>

<S>                                               <C>             <C>           <C>             <C>
                                                        Three months ended          Nine months ended
                                                     09/30/00      09/30/99      09/30/00        09/30/99
                                                     --------      --------      --------        --------

         Net income (loss) for the period          $ (1,019,072)   $ (207,753)   $ (2,311531)    $ (230,973)

         Weighted-average shares outstanding          21,360,000    21,033,587     21,360,000     17,733,278

         Basic earnings per share                      $  (0.05)      $ (0.01)      $  (0.11)     $  (0.01)
                                                       =========      ========      =========     =========

         Diluted earnings per share                    $  (0.05)      $ (0.01)      $  (0.11)     $  (0.01)
                                                       =========      ========      =========     =========

</TABLE>

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


7        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>



                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2000 and 1999

                  ( Prepared by management and without audit )

<TABLE>
<CAPTION>

<S>                                              <C>             <C>            <C>            <C>
7        Segment and Geographic Data (Continued)

         For 3 months ended 9/30/2000                 China         Canada         Other          Total
         ----------------------------                 -----         ------         -----          -----

         Revenue from customers                        $ 882,623         $   -        $    -        $882,623
         Interest revenue                                    400                      34,896          35,352
                                                                            56
         Inter-segment revenue
                                                               -             -             -               -
         Operating income (loss)                       (978,164)       (5,657)      (70,603)     (1,054,424)
         Total assets                                  2,755,732        18,426     2,052,338       4,826,496

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

         Revenue from customers                        $ 190,630         $   -        $    -        $190,630
         Interest revenue                                                    -        62,767          62,767
                                                               -
         Inter-segment revenue
                                                               -             -             -               -
         Operating income (loss)                       (129,363)      (76,967)      (64,190)       (270,520)
         Total assets                                  1,901,305       253,995     4,890,529       7,045,829

         For 9 months ended 9/30/2000              China         Canada         Other           Total
         ----------------------------              -----         ------         -----           -----

         Revenue from customers                    $2,361,964        $    -         $    -      $2,361,964
         Interest revenue                               1,249                      123,800         125,105
                                                                         56
         Inter-segment revenue
                                                            -             -              -               -
         Operating income (loss)                  (2,141,893)      (18,315)      (276,428)     (2,436,636)
         Total assets                               2,755,732        18,426      2,052,338       4,826,496

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

         Revenue from customers                     $ 556,719         $   -         $    -        $556,719
         Interest revenue                                   -             -        108,414         108,414
         Inter-segment revenue
                                                            -             -              -               -
         Operating income (loss)                     (49,084)     (111,146)      (179,157)       (339,387)
         Total assets                               1,901,305       253,995      4,890,529       7,045,829

</TABLE>


<PAGE>



                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           September 30, 2000 and 1999

                  ( Prepared by management and without audit )


8        Total Amount Advanced to Joint Venture

         As at  September  30,  2000,  the total  amount  advanced  to the joint
         venture project is $2,588,021.

         The  registered  capital of the joint  venture  has been  increased  by
         $225,000  to  $1,750,000  and  the  amount  was  fully  contributed  on
         September 18, 2000.


9        Property and Equipment

           Property and equipment consists of the following :

                      September 30, 2000 December 31, 1999


           Office equipment                           211,250              8,586

           Equipment                                  919,833            521,627

           Furniture                                   28,912              5,455
                                           -------------------------------------
           Total                                    1,159,995
                                                                         535,668

           Less : Accumulated depreciation          (183,963)          (113,048)
                                           -------------------------------------

           Net book value                             976,032            422,620
                                           =====================================


         The  depreciation  expense  charged to  operations  for the  nine-month
         period is $147,258.


10             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
--------------------------------------------------------------------------------

         The  company  began  operations  as  an  ICANN-accredited  domain  name
registrar  in the  third  quarter  of  this  year.  As a  result,  an  important
accounting change was made in the way the company recognizes  revenues and costs
related to .com, .net and .org domain name registration services.  Prior to this
event  the  Company  acted  as  agents  of  other  ICANN-accredited  registrars.
International domain name revenues and costs were then recognized when collected
and  incurred  respectively.  Such  revenues  and costs are now spread  over the
various  periods  during which the services are  rendered.  Generally,  revenues
collected are  non-refundable  and the Company has not made any refunds since it
started operations.

         This change in accounting  practice  conforms with SEC  (Securities and
Exchange Commission) recommendations.  As a consequence, third quarter financial
statement shows revenue and cost of revenue which are lower than they would have
been otherwise.  At the same time unearned revenue and prepaid expenses increase
correspondingly.


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

     The  Company had  revenues  from its  operations  in China in the amount of
$882,623 in the third quarter of 2000 as compared to $190,630 in the same period
in 1999.  As a result of  increased  marketing  and branding  efforts,  internet
access  revenues  increased to $512,850  from  $165,679 and domain name revenues
increased to $107,822 from $14,449. Also, the Company's diversification into the
e-commerce enabling business caused e-solutions revenues to increase to $261,951
from $10,502 in the same period in 1999.

     As a result of increased  sales and the  accounting  change in  recognizing
domain name revenue, unearned revenue increased to $982,011 from $410,642 during
the period, as compared to a nominal increase during the same period in 1999.

     The  Company  had a cost of revenue of $94,589  which  resulted  in a gross
profit of $788,034 in the third quarter of 2000, as opposed to a cost of revenue
of $29,007 which  resulted in a gross profit of $161,623 in the third quarter in
1999.

<PAGE>


     The Company  incurred  total expenses of $1,837,612 in the third quarter in
2000  compared  to  $429,170  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 $566,641 for
administration and office, $616,931 for advertising and promotion,  and $321,815
for  salaries,  wages and benefits.  Now that the  Company's  expansion to other
cities in China for this year has taken place, expenses are expected to increase
at a slower rate during the rest of the year.

     The Company had an  operating  loss of  ($1,049,578)  in the period in 2000
compared  to a loss of  ($267,547)  in the  period  in 1999.  Loss per share was
($0.05) in the period in 2000 and ($0.01) in 1999.


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

     The  Company had  revenues  from its  operations  in China in the amount of
$2,361,964  in the first nine months of 2000 as compared to $556,719 in the same
period in 1999. As a result of increased marketing, branding and diversification
efforts, all the three revenue streams increased significantly:  internet access
revenues to  $1,309,530  from  $531,768;  domain name  revenues to $607,032 from
$14,449 and e-solutions revenues to $445,402 from $10,502.

     The  Company had a cost of revenue of  $437,412  which  resulted in a gross
profit  of  $1,924,552  in the first  nine  months of 2000,  as  opposed  to the
previous year period cost of revenue of $94,903 which resulted in a gross profit
of $461,816 in the first nine months in 1999.

    As a result of  increased  sales and the  accounting  change in  recognizing
domain name  revenue,  unearned  revenue for the nine month ended  September 30,
2000  totaled  $982,011 as  compared to a nominal  amount for the same period in
1999.

     The Company  incurred total expenses of $4,347,043 in the first nine months
in 2000 compared to $795,504 in the first nine months of 1999. The Company had a
very  significant  increase  in  expenses  in the  period in 2000 over 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
nine months were  $1,397,802  for  administration  and  office,  $1,468,471  for
advertising  and promotion,  and $678,872 for telephone and  communication.  Now
that the  Company's  expansion  to other cities in China for this year has taken
place, expenses are expected to increase at a slower rate during the rest of the
year.

         The Company had an operating loss of ($2,422,491) in the period in 2000
compared  to a loss of  ($333,688)  in 1999.  Loss per share was  ($0.11) in the
period in 2000 and ($0.01) in 1999.

<PAGE>


         Interest income: Interest income was $125,105 for the nine months ended
September 30, 2000 as compared to $108,414 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 nine month period ended  September
30, 2000, the Company's  accumulated  deficit was  ($3,630,476) 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  September  30,  2000,  the Company had total  current  assets of
$3,848,409 of which  $2,742,662 was cash. At the same time, there was $1,270,885
in current liabilities leaving a working capital of $2,577,524.  The Company has
no debt.

         The Company had  $2,742,662 in cash at September 30, 2000,  compared to
$6,109,389 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.


                                               /s/ Marc Hung
Date:  12/21/00                                ---------------------------------
                                               Marc Hung, President