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: October 3, 2001
XIN NET CORP.
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(Exact name of registrant as specified in its charter)
Florida 0-26559 33-0751560
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
#830 - 789 West Pender Street, Vancouver, B.C. Canada V6C 1H2
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(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 Board of Directors of Xin Net Corp. (the "Company") announces that
further to the press release of August 2, 2001 the Company has signed a formal
agreement to acquire 100% ownership of ProtectServe Pacific Ltd. (PSP), an
innovative developer and provider of state-of-the-art web-based surveillance,
monitoring & control systems.
PSP is a privately-owned company based in Hong Kong. It began
operations in February 2001. After only 5 months of operations, it reported as
of June 30, 2001 sales revenue in excess of US$ 530,000 and net after tax income
of US$ 119,000 or a margin of over 22 percent. PSP has plans to expand its
business in Greater China, with offices soon to open in Guangzhou and Beijing.
Under the terms of the Agreement, once the Agreement is closed after
the Company's upcoming annual general meeting (AGM) the Company will issue 4.2
million restricted common shares to PSP shareholders, in exchange of 100%
ownership of PSP. In addition, contingent upon performance criteria, the Company
will grant to PSP shareholders stock purchase options at the nominal price of
US$ 0.001 per option. The exact amount of such options to be granted, to a
maximum amount of approximately 18 million, will be determined by the level of
net after tax income PSP achieves for the 12-month period ending August 31,
2002. In the eventuality of maximum grant of options to PSP shareholders and all
these options are exercised, PSP shareholders will control 51 percent of the
outstanding shares of the Company. Furthermore, three PSP nominees will be
slated for election at the AGM as Directors of the Company. They are: Mr. Justin
Kwei, President and co-founder of PSP; Mr. Wilson Yim, Chief Technology Officer
and co-founder of PSP; and Ms. Suzanne Yim.
The Company is preparing to file with the Securities and Exchange
Commission (SEC) an amended preliminary proxy statement in view of the upcoming
AGM, which is now contemplated for November 2001. Key proposals will be made to
shareholders during the meeting to approve the sale of Company ISP assets to
Beijing Sino Soft (see press release of June 22, 2001) and the distribution to
all shareholders on record as of the record date of the AGM, of current business
assets and liabilities, except for cash $800,000 (see press release of August 2,
2001). The distributed assets and liabilities will have been transferred
beforehand to wholly-owned subsidiary Xin Net International Corp. (Nevada). The
Company intends to file a Form 10SB for Xin Net International Corp. Once the
Company clears SEC comments regarding the preliminary proxy statement, it will
set the record date and the meeting date for the AGM and file a definitive proxy
statement. It will subsequently forward proxies and other AGM material to those
shareholders on record as of the AGM record date.
ITEM 6. RESIGNATION AND APPOINTMENT OF DIRECTORS
None.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS
Financial Statements - None.
Exhibits - 10.1 Share Exchange Agreement Between Xin Net Corp. and
Protectserve Pacific Ltd.
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: October 3, 2001 XIN NET CORP.
By: /s/ Marc Hung
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Marc Hung, President