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: April 1, 2003 XIN NET CORP. --------------- (Exact name of registrant as specified in its charter) Florida 0-26559 330-751560 ------------------- ------------- ---------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Suite 950, 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2 ----------------------------------------------------------------- (New address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (604) 632-9638 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. Item 5. Other Events The Company has extended its outstanding 5.885 million Series "A" Share Purchase Warrants as follows: (i) the exercise price of the Series "A" Share Purchase Warrants is adjusted to $0.50 each and their term is extended to March 31, 2005: (ii) upon exercise of one Series "A" Share Purchase Warrants at $0.50, the holder will receive one common share of the company and one Series "B" Share Purchase Warrant; and (iii) the exercise price of the Series "B" Share Purchase Warrants is adjusted to $0.75 each and their term is extended to March 31, 2006; (iv) upon exercise of one Series "B" Share Purchase Warrant at $0.75, the holder will receive one common share of the Company. Item 6. Resignation of Registrant's Directors Mr. Marc Hung has resigned form the Board of Directors of the Company. The Board of Directors wishes to thank Mr. Hung for his contribution in the past and wishes him the best in his future endeavors Item 7. Financial Statements & Exhibits Financial Statements - None. Exhibits: None Item 8. Change in Fiscal Year None. Item 9. Regulation FD Disclosure None. 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: April 1, 2003 XIN NET CORP. By: /s/ Ernest Cheung -------------------------------- Ernest Cheung, Director