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 1 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. 2 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 3