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: February 16, 2004
XIN NET CORP.
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(Exact name of registrant as specified in its charter)
Florida 0-26559 330-751560
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(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
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(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
The Company has entered into a Definitve Agreement to acquire 49% of an SMS
provider in Beijing, China, Beijing Quicknet Telecommunications Corp. LTD., from
non-affiliates.
On Closing Date, Purchaser will acquire 49% of the Company for a price of
U$3,060,000 (three million and sixty thousand US dollars) in form of issuing
6,120,000 (six million one hundred and twenty thousand) common shares of the
Purchaser's stock at the deemed price of US$0.50 per share. Furthermore,
Purchaser has the option to acquire the remaining 51% of the Company within 2
years from the Closing Date. If Purchaser exercises the option to purchase the
remaining 51% of the Company within first year from the Closing Date, the
purchase price will be US$4,000,000 (four million US dollars); if Purchaser
exercises the option to purchase the remaining 51% of the Company within the
second year from the Closing Date, the purchase price will be US$5,000,000
(five million US dollars). The Vendors will receive the payment, as a general
rule, 50% in the Purchaser's common stock and 50% in cash, but the final
percentage of stock versus cash can be negotiated between the parties.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Registrant's Certifying Accountant
None.
Item 5. Other Events and Regulation FD Disclosure
None.
Item 6. Resignations of Registrant's Directors
None
Item 7. Financial Statements & Exhibits
Financial Statements - None.
Exhibits: 10.1 Acquisition Agreement
Item 8. Change in Fiscal Year
None.
Item 9. Regulation FD Disclosure
None.
Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics
None.
Item 11. Temporary Suspension of Trading Under Registrant's Employee
Benefit Plans
None.
Item 12. Results of Operations and Financial Condition
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: February 16, 2004
XIN NET CORP.
By: /s/ Xiao-qing Du
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Xiao-qing Du, President