SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

               Quarterly Report Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                For the quarterly period ended: March 31, 2001

                         Commission file number 0-26559

                               CIK No. 0001082603

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

                  Florida                         33-0751560
              -------------------------------     --------------------
              (State of other jurisdiction        (I.R.S. Employer
              of incorporation or organization)    Identification No.)

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

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

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

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

As of March 31, 2001,  there were  21,360,010  shares of $0.001 par value common
stock outstanding


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

ITEM 1.           FINANCIAL STATEMENTS

                                         XIN NET CORP. AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
                                   AS AT MARCH 31, 2001 AND DECEMBER 31, 2000
                                  ( Prepared by management and without audit )
<S>                                                           <C>                     <C>
Stated in U.S. dollars                                          March 31, 2001             December 31, 2000
--------------------------------------------------------------------------------------------------------------

ASSETS

Current Assets
  Cash and Short term deposits                                 $  2,108,822            $            2,619,288
  Investments                                                             -                             1,333
  Accounts Receivables                                              809,096                           604,971
  Inventory                                                          32,474                            36,156
  Prepaid Expenses                                                  112,593                            46,146
  Accrued Interest Receivable                                         4,169                             6,631
  Deferred Costs                                                    442,023                           465,185
                                                                  -------------------- -----------------------
Total Current Assets                                              3,509,177                         3,779,710


Property and Equipment, Net (Note 5)                              1,122,215                         1,125,128
                                                                  -------------------- -----------------------
Total Assets                                                   $  4,631,392            $            4,904,838
                                                                  ==================== =======================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts Payable and Other Accrued Liabilities                    688,443            $              511,693
  Unearned Revenue                                                2,508,471                         2,112,760
  Capital Lease Obligation, Current Portion (Note 6)                 59,309                            61,442
                                                                  -------------------- -----------------------
                                                                  3,256,223                         2,685,895

Capital Lease Obligation, Noncurrent Portion (Note 6)                44,231                            62,463

Commitments and Contingencies (Note 6, 10)                                -                                 -

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                         7,214,045
  Accumulated Deficit                                            (5,755,000)                       (4,926,669)
  Accumulated Other Comprehensive Income                           (149,467)                         (152,256)
                                                                  -------------------- -----------------------
Total Stockholders' Equity                                        1,330,938                         2,156,480
                                                                  -------------------- -----------------------

Total Liabilities and Stockholders' Equity                     $  4,631,392            $            4,904,838
                                                                  ==================== =======================

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

                                         XIN NET CORP. AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                           FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND 2000
                                  (Prepared by management and without audited)
<S>                                                           <C>                            <C>
Stated in U.S. dollars                                                 2001                        2000
-----------------------------------------------------------------------------------------------------------

Revenue
  Internet Access Cards                                        $          433,701              $   230,387
  Domain Name Registration                                                488,842                  324,526
  E-Solutions                                                             186,989                   61,212
                                                              ---------------------------------------------
                                                                        1,109,532                  616,125

Cost of Revenue
  Internet Access Cards                                                    69,392                   64,402
  Domain Name Registration                                                272,861                   37,828
  E-Solutions                                                              10,505                       55
                                                              ---------------------------------------------
                                                                          352,758                  102,285

Gross Profit                                                              756,774                  513,840

Expenses
  Advertising and Promotion                                               386,628                  223,200
  Amortization                                                             66,815                   39,314
  General and Administrative                                              359,884                  305,813
  Salaries, wages and benefits                                            473,839                  113,881
  Telephone and Communication                                             326,651                  230,593
                                                              ---------------------------------------------
                                                                        1,613,817                  912,801
                                                              ---------------------------------------------
Operating Loss                                                           (857,043)                (398,961)

Other Income
   Interest income                                                         28,712                   48,090
                                                              ---------------------------------------------

Net Loss Available to Common Stockholders                      $         (828,331)             $  (350,871)
                                                              =============================================

Basic Loss per Common Shares                                   $            (0.04)              $    (0.02)
                                                              =============================================

Basic Weighted Average Common
Shares Outstanding                                                     21,360,003               21,360,000
                                                              =============================================

                                 See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                   XIN NET CORP. AND SUBSIDIARIES
                                           CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            FOR THREE-MONTH PERIOD ENDED MARCH 31, 2001 AND YEAR ENDED DECEMBER 31, 2000
                                            ( 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, 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 year ended December 31, 2000                                               (3,607,724)                      (3,607,724)

Other Comprehensive Income : Translation                                                                      (45,037)      (45,037)
Adjustments
                                           -----------------------------------------------------------------------------------------
Balance, December 31, 2000                     21,360,010    $  21,360  $ 7,214,045   $ (4,926,669)     $    (152,256)  $ 2,156,480

Loss for the three months ended March
31, 2001                                                                                  (828,331)                        (828,331)

Other Comprehensive Income : Translation                                                                         2,789        2,789
Adjustments
                                           -----------------------------------------------------------------------------------------
Balance, March 31, 2001                        21,360,010    $  21,360  $ 7,214,045   $ (5,755,000)     $    (149,467)  $ 1,330,938
                                           =========================================================================================

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

                                          XIN NET CORP. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND 2000
                                   ( Prepared by management and without audit )
<S>                                                                               <C>                <C>
Stated in U.S. dollars                                                                2001               2000
----------------------------------------------------------------------------------------------------------------

Cash flows from operating activities
  Net loss                                                                          (828,331)         (350,871)
  Adjustments to reconcile net loss to net cash
    Provided by (Used in) operating activities
    Depreciation and amortization                                                     66,815            39,314
    Translation adjustments                                                            2,789            (2,609)
    Changes in assets and liabilities
      (Increase) Decrease in other receivables                                      (204,125)         (146,543)
      (Increase) Decrease in accrued interest receivable                               2,462                 -
      (Increase) Decrease in prepaid expenses                                        (66,447)          (75,803)
      Decrease (Increase) in inventory                                                 3,682            68,863
      (Increase) Decrease in deferred costs                                           23,162                 -
      (Decrease) in accounts payable                                                 176,750            39,871
      Increase in unearned revenue                                                   395,711            68,772
                                                                               ---------------------------------
  Net cash provided by (used in) operating activities                               (427,532)         (359,006)
                                                                               ---------------------------------

Cash flows from investing activities
  Purchases of property and equipment                                                (63,902)         (191,952)
  Reduction (Purchases) of investments                                                 1,333                 -
                                                                               ---------------------------------
  Net cash flows used in investing activities                                        (62,569)         (191,952)
                                                                               ---------------------------------

Cash flows from financing activities
  Principal payments on capital lease obligations                                    (20,365)          (12,225)
                                                                               ---------------------------------
  Net cash flows provided by (used in) financing activities                          (20,365)          (12,225)
                                                                               ---------------------------------

Increase (Decrease) in cash and cash equivalents                                    (510,466)         (563,183)

Cash and cash equivalents - beginning of period                                    2,619,288         5,512,614

                                                                               ---------------------------------
Cash and cash equivalents - end of period                                          2,108,822         4,949,431
                                                                               =================================


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


                                          XIN NET CORP. AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              FOR THREE-MONTH PERIODS ENDED MARCH 31, 2001 AND 2000
                                   ( Prepared by management and without audit )

<S>                                                                           <C>                <C>
  Stated in U.S. dollars                                                         2001             2000
  ---------------------------------------------------------------------------------------------------------

  Supplemental Information :

  Cash paid for :
      Interest                                                                 $  3,133           $  4,563
      Income taxes                                                                    -                  -




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

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

                  ( 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, 2000 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.


2        Inventory

     Inventory  at March 31,  2001,  of $32,474,  consists  of modems,  Internet
     access cards and accessories.


3        Capital Lease Obligation

     The Company leases computer equipment,  through its wholly owned subsidiary
     company Infornet Investment Corp.,  repayable at approximately  $5,330 (CND
     8,407) per month to June 30, 2002. The liability  includes imputed interest
     at an average rate of 6.12% per annum.


<PAGE>
                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

                  ( Prepared by management and without audit )


3        Capital Lease Obligation (Continued)

                Total minimum lease payments
                for the year ended March 31

                                       2001             $                63,956
                                       2002                              44,827
                                                         -----------------------
                                                                        108,783
                Less : Amount representing interest                      (5,243)
                                                         -----------------------
                Present value of minimum lease payment                  103,540
                Less : Current portion                                  (59,309)
                                                         -----------------------
                                                        $                44,231
                                                         =======================


4        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 quarters ended
     March 31, 2001 and 2000 :

                                                         Three months ended
                                                       03/31/01        03/31/00

         Net income (loss) for the period            $ (828,331)     $ (350,871)

         Weighted-average shares outstanding         21,360,003      21,360,000

         Basic earnings per share                      $  (0.04)       $  (0.02)
                                                      =========       =========

         Diluted earnings per share                    $  (0.04)       $  (0.02)
                                                      =========       =========
<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

                  ( Prepared by management and without audit )


4        Earnings Per Share (Continued)

     Due to the loss for the three-month  periods ended March 31, 2001 and 2000,
     the effect of  outstanding  options and  warrants  was not  included as the
     effect would be anti-dilutive.


5        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.

                               China            Canada       Other       Total

For the three months ended March 31, 2001


Revenue                       1,109,532              -            -   1,109,532

Operating Income (Loss)        (777,685)        (6,234)     (73,124)   (857,043)

Total Assets                  3,146,529         34,123    1,450,740   4,631,392


For the three months ended March 31, 2000

Revenue                         616,125              -            -     616,125

Operating Income (Loss)        (298,954)        (5,881)     (94,126)   (398,961)

Total Assets                  2,675,721         11,134    3,331,273   6,018,128


<PAGE>

                         XIN NET CORP. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2001 and 2000

                  ( Prepared by management and without audit )


6        Total Amount Advanced to Joint Venture

     As at March  31,  2001,  the total  amount  advanced  to the joint  venture
     project is $3,065,622.


7        Property and Equipment

           Property and equipment consists of the following :

                                           March 31, 2001      December 31, 2000


           Office equipment                       232,585               230,809
           Equipment                            1,136,401             1,074,464
           Computer software                       83,299                83,156
           Furniture                               28,912                28,912
                                           -------------------------------------
           Total                                1,481,197             1,417,341
           Less : Accumulated depreciation       (358,982)             (292,213)
                                           -------------------------------------
           Net book value                       1,122,215             1,125,128
                                           =====================================


     The depreciation  expense charged to operations for the three-month  period
     is $66,815.

<PAGE>
ITEM 2.

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


     The information  presented here should be read in conjunction  with Xin Net
Corp.'s consolidated financial statements and related notes.

LIQUIDITY AND CAPITAL RESOURCES

     The Company had cash capital of $2,108,822 at March 31, 2001.

     The Company has no other  capital  resources  other than the ability to use
its common stock to achieve  additional  capital  raising.  It did not raise any
additional  capital  during  the first  quarter  of 2001.  It has  equipment  of
$1,122,215 on the books,  which is not necessarily  liquid at such value.  Other
than cash capital, its other assets would be illiquid.

     At the end of the quarter,  it had $3,509,177 in current assets and current
liabilities of $3,256,223.

     The cash  capital at the end of the quarter of  $2,108,822  will be used to
fund continued operations.  The Company has material commitments to expend funds
to cover  operating  expenses of  operations  in China.  The trend of  operating
losses  could  continue  due to costs of  equipment,  design of new  value-added
services,  start up operations  for new  locations  and  advertising & marketing
which precede development of additional revenue for the Company.

     Net cash flows used in  operating  activities  increased to $427,532 in the
first quarter in 2001 from $359,006 in the  corresponding  quarter in 2000.  The
increase in unearned  revenue to $395,711 in the quarter in 2001 from $68,772 in
the corresponding  quarter in 2000, the increase in accounts payable to $176,750
from $39,871,  the increase in other receivables to $204,125 from $146,543,  and
the  decrease  in  inventory  to $3,682 from  $68,863 are the main  contributing
factors to the change in cash flow used in  operations  in first quarter 2001 as
compared to first  quarter  2000.  Net cash flow used in investing  decreased to
$62,569 in first quarter 2001 as compared  $191,952 in first quarter 2000 mainly
due to purchases of equipment,  which decreased to $63,902 in first quarter 2001
from $191,952 in first quarter 2000. Net cash flow used in financing  activities
increased to $20,365 in first quarter 2001, compared to $12,225 in first quarter
2000.

Changes in Financial Condition:

     At the end of the first  quarter  2001  Company  assets  had  decreased  to
$4,631,392  compared to $4,904,838 at year-end  2000. The current assets totaled
$3,509,177  at the end of first  quarter 2001 compared to $3,779,710 at year-end
2000. Total liabilities at end of first quarter 2001 were $3,300,454 compared to
$2,748,358 at year-end 2000. At March 31,2001 the Company had $2,108,822 in cash
compared to $2,619,288 at year-end 2000.

<PAGE>

Need for Additional Financing:

     The  Company  has  sufficient  capital  to meet  its  current  cash  needs,
including the costs of compliance with the continuing reporting  requirements of
the  Securities  Exchange  Act of  1934.  It may have to seek  loans  or  equity
placements  to cover  future  cash  needs  to  continue  expansion.  There is no
assurance,  however,  that  the  available  funds  will  ultimately  prove to be
adequate to continue Company business and its needs for additional financing are
likely to persist.

     No commitments to provide  additional funds have been made by management or
other stockholders.  Accordingly,  there can be no assurance that any additional
funds will be available to the Company to allow it to cover operations expenses.

     If future  revenue  declines,  or operations are  unprofitable,  it will be
forced to develop another line of business, or to finance its operations through
the sale of  assets  it has,  or enter  into  the sale of stock  for  additional
capital,  none of which may be feasible when needed. The Company has no specific
management ability, nor financial resources or plans to enter any other business
as of this date.

     From the aspect of  whether it can  continue  toward the  business  goal of
maintaining  and expanding the joint venture for internet  services in China, it
may use all of its available capital without generating a profit.

     The effects of inflation  have not had a material  impact on its operation,
nor is it expected to in the immediate future.

     Although  the  Company is unaware of any major  seasonal  aspect that would
have a material effect on the financial  condition or results of operation,  the
first  quarter of each  fiscal  year is always a  financial  concern.  It is not
uncommon  for  companies  to shut down their  operation or operate on a skeletal
crew during the Chinese New Year holiday. Therefore in effect, the first quarter
really has only two months for generating revenue.

Market Risk:

     The Company does not hold any  derivatives or investments  that are subject
to market risk. The carrying  values of any financial  instruments,  approximate
fair value as of those dates because of the  relatively  short-term  maturity of
these  instruments  which  eliminates any potential  market risk associated with
such instruments.

<PAGE>

RESULTS OF  OPERATIONS  FOR THE QUARTER  ENDED MARCH 31, 2001 AS COMPARED TO THE
QUARTER ENDED MARCH 31, 2000.

     The Company  achieved  revenues of  $1,109,532 in first quarter 2001 in the
form of net  sales  from its  joint  venture  with Xin Hai  Technology  Ltd,  as
compared to net sales of $616,125 in first quarter 2000. The Company had cost of
revenues  of $352,758 in first  quarter  2001,  as compared to $102,285 in first
quarter  2000.  Gross  profit in first  quarter  2001 was  $756,774  compared to
$513,840 in first  quarter  2000.  The Company  incurred  operating  expenses of
$1,613,817 in first  quarter 2001 compared to operating  expenses of $912,801 in
first  quarter  2000.  Operating  loss for first  quarter  2001 was  $857,043 in
contrast to the first quarter 2000 operating  loss of $398,961.  The company had
interest  income of $28,712 in first  quarter 2001 and $48,090 in first  quarter
2000. The net loss in first quarter 2001 was $828,331  ($0.04/share) compared to
the net loss in first quarter 2000 of $350,871 ($0.02/share).

     Revenues  (excluding  unearned or deferred revenue) increased from $616,125
in  first  quarter  2000 to  $1,109,532  in first  quarter  2001  mainly  due to
increased  fees from  dial-up  access & e-mail  subscribers,  registration  fees
derived  from the  online  domain  name  registration  business  and  e-commerce
solutions.

     Operating  expenses  increased  to  $1,613,817  in first  quarter 2001 from
$912,801 in first quarter 2000.  During the year 2000, the Company  expanded its
business  in China and  undertook  an  aggressive  marketing  effort in order to
develop a brand name. This initiative caused a significant  increase in business
development expenditure during the year 2000 which continued, albeit at a lesser
rate,  in the first  quarter of the current  year.  The biggest  increases  were
"Salaries, wages and benefits" which increased to $473,839 in first quarter 2001
from $113,881 in first quarter 2000;  "Advertising  and promotion" which rose to
$386,628  in  first  quarter  2001  from  $223,200  in  first  quarter  2000 and
"Telephone and communication"  which increased to $326,651 in first quarter 2001
compared to $230,593 in first quarter 2000.

Future Trends:

     The Company  cannot  assure  that any profit on  revenues  can occur in the
future, because it may have to continue,  through its joint venture business, to
heavily  advertise and promote its services and develop  additional  value-added
services in order to preserve or increase its market  share.  In spite of taking
measures to control  expenses,  operating  losses may  continue.  If the Company
acquires additional capital,  for example through investors exercising warrants,
it may decide to expand its business more rapidly.

<PAGE>
                                     PART II

                                OTHER INFORMATION

Item 1.           Legal Proceedings - None.

Item 2.           Changes in securities - None.

Item 3.           Defaults upon senior securities - None.

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

Item 5.           Other information - None.

Item 6.           Exhibits and reports on Form 8-K

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

                                    None.

                         (b) Reports on Form 8-K filed  during the three  months
                    ended March 31, 2001. (incorporated by reference)

                                    None.




<PAGE>


                                   Signatures

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

Dated: May 10, 2001

                                          XIN NET CORP.



                                          by:/s/Marc Hung
                                          Marc Hung, President