SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT



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



Date of Report: August 15, 2001


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



Florida                         0-26559                 33-0751560
----------------              -------------            ------------
(State or other               (Commission              (IRS Employer
jurisdiction of               File Number)             Identification No.)
incorporation)


          #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





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ITEM 1.   CHANGES IN CONTROL OF REGISTRANT

          None.


ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS

          None.

ITEM 3.   BANKRUPTCY OR RECEIVERSHIP

          None.


ITEM 4.   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

          None.


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ITEM 5.   OTHER EVENTS

     On August 15, 2001 the Board of Directors, pursuant to Florida law, adopted
amended the Bylaws as follows:

          Article II Section 5. Shareholder Quorum

     Ten percent (10%) of the shares entitled to vote,  represented in person or
     by proxy,  shall  constitute  a quorum at a meeting  of  shareholders.  Any
     number of shareholders, even if less than a quorum, may adjourn the meeting
     without further notice until a quorum is obtained.


        The entire Bylaws, as amended, are attached hereto as SK exhibit #3.2.

ITEM 6.   RESIGNATION AND APPOINTMENT OF DIRECTORS

          None.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS

     Financial Statements -        None.
     Exhibits -                    3.2  Amended Bylaws




                                   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:  August 16, 2001                        XIN NET CORP.


                                              By:/s/ Ernest Cheung
                                                 -------------------------------
                                                  Ernest Cheung, President




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