SCHEDULE 14C INFORMATION


        Information Statement Pursuant to Section 14(c) of the Securities
                              Exchange Act of 1934


Check the appropriate box:

[_]    Preliminary Information Statement

[_]    Confidential, for Use of the Commission Only (as permitted by Rule
       14c-5(d)(2))

[X]    Definitive Information Statement

                                  XIN NET CORP.
                     ---------------------------------------
                (Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

[X]  No fee required.

[_]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

       (1)     Title of each class of securities to which transaction applies:

       (2)     Aggregate number of securities to which transaction applies:

       (3)     Per unit price or other underlying value of  transaction computed
               pursuant to Exchange Act Rule 0-11 (set forth the amount on which
               the filing fee is calculated and state how it was determined):

       (4)     Proposed maximum aggregate value of transaction:

       (5)     Total fee paid:


[_]  Fee paid previously with preliminary materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

       (1)     Amount Previously Paid:

       (2)     Form, Schedule or Registration Statement No.:

       (3)     Filing Party:

       (4)     Date Filed:




                                  Xin Net Corp.
                             #900-789 W. Pender St.
                         Vancouver, B.C. Canada V6C 1H2

                   NOTICE OF ACTION TAKEN BY THE SHAREHOLDERS
                        BY WRITTEN CONSENT OF A MAJORITY

                                  MAY 19, 2004

To The Shareholders of Xin Net Corp.

     Xiao-qing Du, Richco Investors,  Inc., Zeth Zhang,  Grace Ding, Jerry Wang,
Susan Wen, and Jason Quan  (collectively,  the "Majority  Shareholders") are the
holders  of a total of  25,319,500  shares or  approximately  61.3% of the total
issued  and  outstanding  stock of Xin Net  Corp.,  a Florida  corporation  (the
"Company").  The Majority Shareholders have adopted the following resolutions by
written consent in lieu of a meeting pursuant to the Business Corporation Act of
the State of Florida,  and subject to the Notice  requirements  of Section 14 of
the Securities Exchange Act of 1934.


        1.    To change the Company's name to China Mobility Solutions, Inc.

        2.    To authorize a reverse split of the Company's common stock on a
              one for five basis.


                             Xiao-qing Du, President

                                   -----------

           WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU ARE
                        REQUESTED NOT TO SEND US A PROXY.

                                   -----------





                                  Xin Net Corp.
                             #900-789 W. Pender St.
                         Vancouver, B.C. Canada V6C 1H2

                                  MAY 11, 2004

                         NOTICE OF SHAREHOLDERS' ACTION

     The Majority  Shareholders  have  submitted  their  consents to the actions
described in this  Information  Statement on or about  February 24, 2004,  to be
effective  on or before May 19,  2004.  As of February  24,  2004,  the Majority
Shareholders  held of record 25,319,500 shares of the Company's common stock, or
approximately  61.3% of the total  issued and  outstanding  common  stock of the
Company.  The  remaining   outstanding  shares  of  common  stock  are  held  by
approximately four thousand other shareholders.

     The  Majority  Shareholders  consenting  consist of  Xiao-qing  Du,  Richco
Investors,  Inc., Zeth Zhang, Grace Ding, Jerry Wang, Susan Wen, and Jason Quan.
See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS."

     Holders of the common  stock of record as of February 24, 2004 are entitled
to  submit  their  consent  to the  shareholder  resolutions  described  in this
Information  Statement,  although no shareholder consents other than that of the
Majority  Shareholders  are required to be submitted in order for the resolution
to  be  adopted.   The  Company  is  NOT  soliciting  consents  or  proxies  and
shareholders  have no  obligation  to  submit  either  of them.  Whether  or not
shareholders  submit  consents should not affect their rights as shareholders or
the  prospects  of the  proposed  shareholder  resolutions  being  adopted.  The
Majority  Shareholders  will  consent  to  all of  the  shareholder  resolutions
described in this Information Statement.  The affirmative vote of the holders of
a majority of the  outstanding  common stock of the Company is required to adopt
the resolutions  described in this Information  Statement.  Florida law does not
require  that  the  proposed  transaction  be  approved  by a  majority  of  the
disinterested shareholders. A total of 41,360,010 shares of common stock will be
entitled  to vote  on the  Company's  proposed  transactions  described  in this
Information Statement.

                                   THE COMPANY


     The  Company  has its  executive  offices at  #900-789  W.  Pender  Street,
Vancouver,  B.C. Canada V6C 1H2, and its telephone number is (604) 632-9638.  As
described in the accompanying  NOTICE OF ACTION TO BE TAKEN BY THE SHAREHOLDERS,
the  Company   proposes  to  adopt   certain   amendments  to  the  Articles  of
Incorporation by shareholder action as follows:





                                   Proposal #1

                            AMENDMENT TO ARTICLES FOR
                             CORPORATION NAME CHANGE


     The  majority  shareholders  have  authorized  a change in the name of this
corporation to China Mobility Solutions,  Inc. This requires an amendment to the
Articles of Incorporation.

     The Board believes the name change in our Articles of  Incorporation  is in
the best  interest  of the  corporation,  to create a new  market  image for the
Company,  because in the past members of the public have  indicated they thought
the current  trading symbol "XNET"  represented an adult web site business,  and
the Board  believes this is a detrimental  image to the Company and its stock. A
new name will allow the  assignment  of a new symbol,  and the Company  believes
this will allow the Company to avoid an inadvertent  adult web site association.
The Company has no association whatsoever with adult web sites.

     The Proposed  Amendment to the Articles of  Incorporation  for this purpose
is:

     "Article  One  shall be  amended  to  change  the  name to  China  Mobility
     Solutions, Inc."

(The full text of the proposed  Amendment to the Articles is attached  hereto as
Exhibit A.)

                                   PROPOSAL 2

              REVERSE SPLIT OF COMMON STOCK ISSUED AND OUTSTANDING

     To  Authorize a reverse  split of the common stock on a one for five basis,
by which each five shares shall become one share;

     Our  shareholders  have  approved  a pro-rata  reverse  split of our common
stock,  by which each five shares would become one share.  The effective date of
the  reverse  split will be 45 days  following  the date of the  mailing of this
Notice.

     The shareholders  entitled to fractional  shares as a result of the reverse
split will have the  fractional  shares  rounded up to the nearest  whole share,
because  the  cost of  administering  fractional  share to the  Company  and the
confusion,  inconvenience, and administrative time at the transfer agent and for
"street  name"  shareholders.  The  Board  has  determined  that it is more cost
effective  and better  business  practice on a  cost/benefit  analysis to handle
fractional  shares  this way than to attempt to  administer  them as  fractional
shares or to pay cash or scrip for them.  At the most,  the  Company  estimates,
this rounding up to the nearest whole share would result in the issuance of



     fractional  shares on a post-reverse  split basis which at current price is
$720 at $.18 per share.

     There will be no change in the number of record  holders as a result of the
reverse split.

     We  believe  that  reverse  split  will  be  advantageous  to us and to all
shareholders,  because it may provide the  opportunity  for higher  share prices
based upon fewer shares.  It is also a factor that most brokerage  houses do not
permit  or  favor  lower-priced  stocks  to be used  as  collateral  for  margin
accounts.  Certain polices and practices of the securities  industry may tend to
discourage  individual  brokers within those firms from dealing in  lower-priced
stocks.  Some of those polices and practices involve  time-consuming  procedures
that make the handling of lower priced  stocks  economically  unattractive.  The
brokerage  commissions  on the purchase or sale of lower priced  stocks may also
represent a higher  percentage  of the price than the  brokerage  commission  on
higher priced stocks.

     As  a  general  rule,   potential   investors  who  might  consider  making
investments  in our  company  will  refuse to do so when the company has a large
number of shares  issued and  outstanding  with no equity.  In other words,  the
"dilution"   which  new  investors  would  suffer  would  discourage  them  from
investing,  as general rule of experience.  A reduction in the total outstanding
shares may,  without  any  assurance,  make our  capitalization  structure  more
attractive.

     The Proposed  Amendment to the Articles of  Incorporation  for this purpose
is:

     ARTICLE THREE is hereby amended as follows:

     The aggregate number of shares which this corporation  shall have authority
to issue is one hundred million  (100,000,000) shares of a par value of ($.001)
which shares shall be designated common stock.

     "Reverse Stock Split.  Each share of the  Corporation's  Common Stock,  par
value of $.001,  issued and outstanding  immediately  prior to May 19, 2004 (the
"Old Common  Stock") shall  automatically  and without any action on the part of
the holder thereof be reclassified  as and changed,  pursuant to a reverse stock
split (the "Reverse Stock Split"),  into a fraction thereof of 1/5 of a share of
the Corporation's  outstanding Common Stock, par value of $.001 (the "New Common
Stock"),  subject to the  treatment of fractional  share  interests as described
below.  Each holder of a certificate or certificates  which immediately prior to
May 19,  2004  represented  outstanding  shares of Old  Common  Stock  (the "Old
Certificates," whether one or more) shall be entitled to receive, upon surrender
of such Old Certificates to the Corporation's Transfer Agent for cancellation, a
certificate  or  certificates  (the  "New  Certificates,"  whether  one or more)
representing  the number of whole  shares of the New Common Stock into which and
for which the shares of the Old Common Stock  formerly  represented  by such Old
Certificates  so  surrendered  are classified  under the terms hereof.  From and
after May 19, 2004, Old  Certificates  shall represent only the right to receive
New  Certificates  pursuant to the provisions  hereof.  No certificates or scrip
representing  fractional share interests in New Common Stock will be issued, and
no such fractional share



interest  will  entitle  the  holder  thereof  to vote,  or to any  rights  of a
shareholder of the  Corporation.  Any fraction of a share of New Common Stock to
which the holder  would  otherwise  be entitled  will be adjusted  upward to the
nearest whole share.  If more than one Old  Certificate  shall be surrendered at
one time for the  account of the same  Shareholder  the number of full shares of
New Common Stock for which New Certificates shall be issued shall be computed on
the basis of the aggregate number of shares  represented by the Old certificates
so surrendered.  In the event that the  Corporation's  Transfer Agent determines
that a holder of Old  Certificates  has not  tendered all his  certificates  for
exchange,  the Transfer Agent shall carry forward any fractional share until all
certificates  of that holder have been  presented for exchange such that payment
for fractional shares to any one person shall not exceed the value of one share.
If any New Certificate is to be issued in a name other than that in which the

     Old Certificates  surrendered for exchange are issued, the Old Certificates
so  surrendered  shall be properly  endorsed  and  otherwise  in proper form for
transfer.  From and after May 19, 2004, the amount of capital represented by the
shares of the New  Common  Stock  into which and for which the shares of the Old
Common  Stock are  reclassified  under the terms hereof shall be the same as the
amount of capital  represented by the shares of Old Common Stock so reclassified
until after reduced or increased in accordance with  applicable law.  Fractional
shares shall be rounded up to the nearest whole share."

(The full text of the proposed  Amendment to the  Articles of  Incorporation  is
attached hereto as Exhibit A.)

     The  Company  does not now  qualify  for a listing on any  exchange,  AMEX,
NASDAQ,  NYSE, or any smaller  exchange.  The Company does not meet any exchange
qualifications at this time except that it is an SEC registered  company.  There
is no assurance  whatsoever that the Company will ever meet most of any exchange
listing criteria.

     There is no  assurance  that any  effect  to the  price of our  stock  will
result,  or that the market price for our common stock,  immediately  or shortly
after the proposed  changes will rise,  or that any rise which may occur will be
sustained.  Market  conditions  are not  predictable  and may be  influenced  by
changes in investor attitudes and external economic conditions. We are proposing
the steps we deem best  calculated  to meet the market  attractively.  We cannot
control the market's reaction.

     Dissenting  shareholders  have no  appraisal  rights  under  Florida law or
pursuant to our constituent  documents of incorporation or bylaws, in connection
with the reverse split.



     Additional  information regarding the Company, its business, its stock, and
its financial condition are included in the Company's Form 10-KSB annual reports
and its Form 10-QSB quarterly  reports.  Copies of the Company's Form 10-KSB for
its fiscal year ending  December 31, 2003 and its  quarterly  report on the Form
10-QSB for the quarter ending  September 30, 2003 are available upon request to:
Xiao-qing Du, #900-789 W. Pender Street, Vancouver, B.C. Canada V6C 1H2.


   SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS

     The  following  table sets forth certain  information  known to the Company
with respect to the  beneficial  ownership of the  Company's  common stock as of
March  26,  2004  by  (i)  each  person  who is  known  by  the  Company  to own
beneficially  more  than 5% of the  Company's  common  stock,  (ii)  each of the
Company's directors and executive officers, and (iii) all officers and directors
of the Company as a group. Except as otherwise listed below, the address of each
person is c/o Xin Net Corp., #900-789 W. Pender Street,  Vancouver,  B.C. Canada
V6C 1H2.

Name and Address of              Amount and nature of
Beneficial Owner                 Beneficial Ownership (1)    Percentage of Class
--------------------------------------------------------------------------------

Xiao-qing Du (2)                 2,760,000                   6.7%
#2754 Adanac Street
Vancouver, BC  V5K 2M9
--------------------------------------------------------------------------------
Richco Investors, Inc.           5,611,500                  13.5%
Ste. 830-789 West Pender St.     (1)(3)(4)(7)(8)
Vancouver, BC V6C 1H2
--------------------------------------------------------------------------------
Ernest Cheung                    5,349,500                  12.9%
Ste. 830-789 West Pender St.     (1)(3)(6)(7)(8)
Vancouver, BC V6C 1H2
--------------------------------------------------------------------------------
Maurice Tsakok                   4,991,500                  12.0%
Ste. 830-789 West Pender St.     (1)(3)(5)(8)
Vancouver, BC V6C 1H2
--------------------------------------------------------------------------------
All Officers and Directors
as a Group                       8,911,500                   21.7%
--------------------------------------------------------------------------------
Total Shares Issued and          41,360,010                  100%
Outstanding
--------------------------------------------------------------------------------
Zeth Zhang
14-F Hutchison House             4,000,000                   9.7%
10 Harcourt Road, Hong Kong
--------------------------------------------------------------------------------

Grace Ding
14-143 Dahongmen Street          4,000,000                   9.7%
Fengtai District, Beijing, China
--------------------------------------------------------------------------------
Jerry Wang
17-2-101 New Zhongxili           4,000,000                   9.7%
East District, Beijing, China
--------------------------------------------------------------------------------
Susan Wen
502-16 No. 3 Street              4,000,000                   9.7%
Zhongguancun, Haidian District
Beijing, China
--------------------------------------------------------------------------------
Jason Quan
301-4-4 Railway Street           4,000,000                   9.7%
West District, Beijing, China
--------------------------------------------------------------------------------

   (1) Richco Investors, Inc., owns 2,559,500 shares. Messrs. Cheung and Tsakok
       are officers, directors and beneficial owners of Richco Investors Inc.
       For purposes of this table, the shares owned by Richco are deemed owned
       by Mr.Cheung and Mr. Tsakok, individually.

   (2) As an officer Ms. Du may participate in the company stock option plan and
       receive options to purchase shares, but the amount is indeterminate at
       this time, since options are awarded by the Award Committee.

   (3) Richco Investors has 1,085,000 "A" warrants to purchase shares of common
       stock and has 1,085,000 "B" warrants to purchase shares of common stock
       *.
   (4) Ernest Cheung has 50,000 options to purchase shares at $1.30.

   (5) Maurice Tsakok has 262,000 options to purchase shares at $1.30.

   (6) Ernest Cheung is President of Development Fund II of Nova Scotia, Inc.
       which owns 190,000 common shares and 190,000 "A" warrants and 190,000
       "B" warrants.

   (7) Includes all shares of Richco Investors, Inc., Ernest Cheung, Maurice
       Tsakok, and Development Fund II of Nova Scotia since there is common
       control.
   (8)  Assumes exercise of all warrants and options within 60 days pursuant to
        Rule 13(d)3(d)(i).

Notes to the table:

     Unless otherwise indicated, the persons named in the table have sole voting
and  investment  power  with  respect  to all  shares of common  stock  shown as
beneficially owned by them.




                                   MANAGEMENT

     The following table lists the names and ages of the executive  officers and
directors of the Company. The directors were appointed in 2004 and will continue
to serve until the next annual  shareholders  meeting or until their  successors
are appointed and  qualified.  All officers serve at the discretion of the Board
of Directors.


    NAME                   AGE           POSITION WITH THE COMPANY
    ----                   ---           -------------------------

Xiao-qing Du               33            President, Director
Ernest Cheung              53            Secretary, Director
Maurice Tsakok             52            Director

     XIAO-QING (ANGELA) DU, President and Director,  age 33, was Director of our
company from 1996 to date.  She received a Bachelor of Science in  International
Finance  in 1992 from East China  Normal  University.  She  received a Master of
Science  in  Finance  and  Management  Science  in 1996 from the  University  of
Saskatchewan in Canada. She has been Business Manager of China Machinery & Equip
-ment I/E Corp.  (CMEC)  from 1992 to 1994.  She is also  President  of Infornet
Investment CORP., our wholly owned subsidiary in Canada,  and remains a director
of our Company.

     ERNEST  CHEUNG,  Secretary and Director,  age 53, has been Secretary of our
company  since May 1998.  He received a B.A. in Math in 1973 from  University of
Waterloo, Ontario.  He  received an MBA in Finance and  Marketing  from  Queen's
University,  Ontario in 1975. From 1991 to 1993 he was Vice President of Midland
Walwyn Capital, Inc.  of Toronto, Canada,  later known  as Merrill Lynch Canada.
From 1992  until 1995 he served  as Vice  President and Director of Tele Pacific
International  Communications  Corp.  He has also served as President for Richco
Investors, Inc. since 1995. He has been a director of our Company since 1996. He
is currently a Director of Agro International Holdings,  Inc. since 1997, Richco
Investors,  Inc. since 1995.

     MAURICE TSAKOK,  Director  (since 1997),  age 52, was employed from 1994 to
1996 by Sagit Mutual Funds, a mutual fund company,  who as a vice-president  was
responsible for computer operations and research on global technology companies.
From 1997 to present,  he acted as a consultant  on the  high-tech  industry and
provides  technical  analysis  on  high-tech  companies.  He holds a  Mechanical
Engineering degree (1974 University of Minnesota) as well as an MBA specializing
in Management  Information Systems (MIS) (1976 Hofstra University).  In 2000, he
became a Director of China NetTV Holdings, Inc.

     Under the Florida  Business  Corporation Act and the Company's  Articles of
Incorporation,  as  amended,  the  Company's  directors  will  have no  personal
liability to the Company or its  stockholders  for monetary  damages incurred as
the result of the breach or alleged  breach by a director of his "duty of care".
This provision does not apply to the directors' (i) acts or omissions that



involve intentional  misconduct or a knowing and culpable violation of law, (ii)
acts or omissions that a director  believes to be contrary to the best interests
of the corporation or its shareholders or that involve the absence of good faith
on the part of the  director,  (iii)  approval of any  transaction  from which a
director derives an improper personal benefit,  (iv) acts or omissions that show
a  reckless  disregard  for  the  director's  duty  to  the  corporation  or its
shareholders  in  circumstances  in which the director was aware, or should have
been aware, in the ordinary course of performing a director's  duties, of a risk
of serious injury to the corporation or its shareholders,  (v) acts or omissions
that  constituted  an  unexcused  pattern  of  inattention  that  amounts  to an
abdication of the director's  duty to the  corporation or its  shareholders,  or
(vi)  approval  of an  unlawful  dividend,  distribution,  stock  repurchase  or
redemption.  This  provision  would  generally  absolve  directors  of  personal
liability  for  negligence  in  the  performance  of  duties,   including  gross
negligence.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

BOARD COMMITTEES

     The  Board  of  Directors  currently  serves  as  an  Audit  Committee  and
Compensation  Committee.  During the fiscal year ended  December 31,  2003,  the
Board of Directors held occasional meetings.



COMPENSATION OF DIRECTORS

     Directors receive no cash compensation for their services to the Company as
directors,  but are reimbursed for expenses actually incurred in connection with
attending meetings of the Board of Directors.





                            SUMMARY COMPENSATION TABLE OF EXECUTIVES
                        Cash Compensation             Security Grants
----------------------------------------------------------------------------------------------------------
Name and      Year  Salary  Bonus Annual      Restricted Securities   Long Term           LTIP      All Other
Principal                         Compensation Stock     Underlying   Compensation/       Payments  Compensation
                                  /Other($)    Awards     Options/     Options
Position                                                  SARs(#)
                                                         (SHARES)
----------------------------------------------------------------------------------------------------------
                                                                            
Xiao-qing Du  2000  30,000    0           0     0         0                0              0              0
President     2001  32,084    0           0     0         0                0              0              0
              2002   4,809    0           0     0         0                0              0              0
                     (CDN)
----------------------------------------------------------------------------------------------------------
Ernest Cheung 2000       0    0      24,000     0         0                0              0              0
Secretary     2001       0    0      24,000     0         0                0              0              0
              2002       0    0      24,000     0         0                0              0              0
                                      (CDN)
----------------------------------------------------------------------------------------------------------
Officers as   2000  30,000    0      24,000     0         0                0              0              0
A Group       2001  32,084    0      24,000     0         0                0              0              0
              2002   4,809    0      24,000     0         0                0              0              0
                     (CDN)            (CDN)
----------------------------------------------------------------------------------------------------------



(b)  Directors' Compensation

     Directors  who  are  also  officers  of  Xin  Net  Corp.  receive  no  cash
compensation  for  services  as a  director.  However,  the  directors  will  be
reimbursed for out-of-pocket  expenses incurred in connection with attendance at
board and committee meetings. The Company has granted options to directors under
its Stock Incentive Plan subsequently adopted.





                                       SUMMARY COMPENSATION TABLE OF DIRECTORS
                                             (To December 31, 2002)
                        Cash Compensation               Security Grants
----------------------------------------------------------------------------------------------------------
                                                                       
Name and       Year    Annual   Meeting  Consulting Number       Securities          LTIP      All Other
Principal              retainer Fees ($) Fees/Other   of         Underlying          Payments  Compensation
Position               Fees ($)          Fees($)    Shares (#)   Options/SARs(#)
                                                                        (SHARES)
----------------------------------------------------------------------------------------------------------
Xiao-qing Du,  2000    0          0        0           0           0                 0              0
Director       2001    0          0        0           0           0                 0              0
               2002    0          0        0           0           0                 0              0
----------------------------------------------------------------------------------------------------------
Marc Hung      2000    0          0        29,500      0           0                 0              0
Director       2001    0          0        60,000      0           0                 0              0
(resigned)     2002    0          0        30,000      0           0                 0              0
                                             CDN
----------------------------------------------------------------------------------------------------------
Ernest Cheung, 2000    0          0        0           0           0                 0              0
Director       2001    0          0        0           0           0                 0              0
               2002    0          0        0           0           0                 0              0
----------------------------------------------------------------------------------------------------------
Maurice Tsakok 2000    0          0       24,000 CDN   0           0                 0              0
Director       2001    0          0       24,000 CDN   0           0                 0              0
               2002    0          0       24,000 CDN   0           0                 0              0
----------------------------------------------------------------------------------------------------------
Directors as a 2000    0          0       53,500 CDN   0           0                 0              0
group          2001    0          0       84,000 CDN   0           0                 0              0
               2002    0          0       54,000 CDN   0           0                 0              0
----------------------------------------------------------------------------------------------------------


     There have been no  Option/SAR  grants or exercises in the last fiscal year
reportable under Reg. S-B, 402(c) or (d).

(c) Termination of Employment and Change of Control Arrangements.  None.

(d) Stock purchase options:

     On February 26, 1999,  stock options for a total of 480,000  shares at $.40
per share  were  granted  to  officers  and  employees  (or  persons  who became
officers) that had  contributed to the success of the company in the past:  Marc
Hung  (150,000  shares) and Xin Wei (330,000  shares)  (Note:  Mr. Wei is not an
officer of the Company,  but an employee of Infornet Investment Corp., a subsid-
iary of Xin Net Corp.) All share options were exercised as of April 6, 1999.



     On  November  12, 1999 the Company  granted  2,136,000  options to purchase
shares at $1.30 per share to entities/persons  who contributed to the successful
results achieved by the Company in 1999, as follows:

     a.  262,000  options  to Gemsco  Management  Ltd.  (owned  beneficially  by
director Maurice Tsakok) for designing and implementing the Company's  corporate
website,  advising on technological  matters,  researching the technology sector
and for services as a director.
     b.  262,000  options  to Farmind  Link  Corp.  for their role as advisor on
strategic  issues,  technology  market trends,  and financial and capital market
issues.
     c. 262,000 options to Sinhoy Management Ltd. (owned beneficially by officer
and director Marc Hung) for their contributions to the general management of the
Company,  investor  relations,  technological  matters  and  for  services  as a
director.
     d.  212,000  options  to  Lancaster  Pacific  Investment,  Ltd.  for  their
contributions in the areas of regulatory matters,  Chinese market conditions and
strategies aimed at penetrating the market.
     e. 50,000  options to Ernest Cheung for services  rendered as secretary and
director of the Company.
     f. 20,000 options to Yonderiche International Consultants Ltd. for services
rendered in matters regarding Chinese government policies and regulations.
     g. 1,068,000  options to Weststar  Holdings Limited (owned  beneficially by
Xiao-qing Du, a director and  president of Infornet  Investment  Corp.,  and Xin
Wei, a director and secretary of Infornet  Investment Corp. and president of XIN
HAI) and employees of Xin Hai Technology  Development  Ltd., as a group, for the
successful  continued  development  of  the  business  in  China  and  achieving
excellent  operational  results  during the year. The breakdown of the 1,068,000
options is to be determined at a later date.

     The average  closing  price for the five trading days ended on November 12,
1999 was $1.28 per share.  The closing price on November 12, 1999 was $1.187 per
share.



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     On February  26, 1999,  Marc Hung,  who was neither an officer nor director
but since has become  President  and  Director,  was granted and  exercised  (in
March,  1999) an option to purchase  150,000  shares of common stock at $.40 per
share.  The option to purchase  shares was granted to him for services  rendered
since July 1998 as advisor to the  Company in matters  relating  to  management,
technology and strategies.

     On February 26, 1999, Kun Wei, a shareholder, was granted and exercised (in
March) an option to purchase  330,000  shares of common stock at $.40 per share.
The option to purchase shares was granted to him for contributing to the success
of the joint venture,  in particular with regards to technology  development and
implementation.  Kun Wei is Vice  President of Xin Hai  Technology  Development,
Ltd. and the brother of Xin Wei.

     On February 26, 1999, Xin Wei, a  shareholder,  who is President of Xin Hai
Technology  Development,  Ltd., the Company's joint venture Partner, was granted
and exercised (in March 1999) an option to purchase  330,000 shares of common at
$.40  per  share.  The  option  to  purchase  shares  was  granted  to  him  for
contributing to the success of the joint venture,  in particular with regards to
general management of Xin Hai Technology  Development Ltd., business development
and governmental relations.

     In May 1999,  Marc Hung,  President and Director of the Company,  purchased
80,000  units of the  private  placement  at the $1.00  offering  price.  Richco
Investors,  Inc.,  a public  company of which  both  Messrs.  Ernest  Cheung and
Maurice Tsakok are directors, officers and shareholders, purchased 700,000 units
in the private placement at $1.00 per unit in May 1999.

     On September 17, 1999 385,000 units were issued to Richco  Investors,  Inc.
as a consulting fee for services rendered in structuring the unit placement.

     The units consisted of one share and a warrant ("A" Warrant) to purchase an
additional  unit at $2.00 per unit, such additional unit consisting of one share
and a warrant ("B" Warrant) to purchase an additional  share at $5.00 per share.
On March 15,  2001 the  Company  amended  both the  Series  "A" and  Series  "B"
warrants as follows:

          - The  exercise  price of the Series "A" warrants is adjusted to $1.00
     each and their term is  extended  to the  earlier of (a) March 31, 2004 and
     (b) the 90th day after the day on which the weighted  average trading price
     of Xin Net Corp.'s shares exceeds $1.25 per share for ten consecutive days;



          - Upon  exercise of one Series "A"  warrant at $1.00,  the holder will
     receive one Xin Net Corp. common share and one Series "B" warrant;

          - The  exercise  price of the Series "B" warrants is adjusted to $1.50
     each and their term is  extended  to the  earlier of (a) March 31, 2004 and
     (b) one year after the 90th day occurrence described above.

     On  November  12, 1999 the Company  granted  2,136,000  options to purchase
shares at $1.30 per share to entities/persons  who contributed to the successful
results  achieved  by the  Company in 1999,  as  described  above  under  "Stock
Purchase Options."

     The Company has made loans to the joint venture since the year 1999.  These
loans bear 0%  interest  and are  payable on demand.  At  December  31, 2002 the
cumulative amount of the loans was $3,152,184.

     On June 22, 2001 the Company, through its Chinese joint venture partner Xin
Hai Technology  Development  Ltd,  signed an agreement to transfer ISP assets to
Beijing Sino Soft Intel Information  Technology Ltd. for USD 700,000  equivalent
in Renminbi, plus other considerations.

     On February 26, 2004 the Company signed an agreement to sell 100% ownership
of Xin Net Telecom Corp.,  its domain name  Registration  business to Sino-i.com
Limited.


                              INDEPENDENT AUDITORS

     The Board of Directors  has  authorized  the firm of Clancy & Co.,  C.P.A.,
independent  certified public accountants,  to serve as independent auditors for
the fiscal year ended December 31, 2003.

                 SHAREHOLDER PROPOSALS AND NOMINATING PROCEDURES

     Any proposal  that a shareholder  intends to present at the Company's  2004
Annual  Meeting should have been received at the Company's  principal  executive
office not later than August 31, 2004.  Any such  proposal must comply with Rule
14a-8 of  Regulation  14A of the  proxy  rules of the  Securities  and  Exchange
Commission.  Shareholder  proposals  should be addressed to the Secretary of the
Company.

     Nominations for directors to be elected at the 2004 Annual  Meeting,  other
than those made by the Board of Directors,  should be submitted to the Secretary
of the Company no later than August 31, 2004. The nomination  should include the
full name of the nominee and a  description  of the  nominee's  back-  ground in
compliance  with  Regulation S-K of the reporting  rules of the Securi- ties and
Exchange Commission.



                                  OTHER MATTERS

     The Board of  Directors  of the Company is not aware that any matter  other
than those  described in this  Information  Statement is to be presented for the
consent of the shareholders.

     UPON  WRITTEN  REQUEST BY ANY  SHAREHOLDER  TO ANGELA DU,  PRESIDENT OF THE
COMPANY, AT XIN NET CORP, #900-789 W. PENDER STREET,  VANCOUVER, B.C. CANADA V6C
1H2 TELEPHONE  (604)  632-9638,  A COPY OF THE  COMPANY'S  ANNUAL REPORT ON FORM
10-KSB AND INTERIM REPORTS ON FORM 10QSB WILL BE PROVIDED WITHOUT CHARGE.


                                    EXHIBIT A


                                    EXHIBIT A

                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                                  XIN NET CORP.


     The  undersigned  President  and  Secretary  of Xin Net  Corp.,  a  Florida
corporation (the "corporation") does hereby certify that:

     the Board of Directors of said  corporation  at a meeting duly  convened or
pursuant to an action by unanimous written consent, adopted resolutions to amend
the original Articles of Incorporation, as follows:

                                   ARTICLE 1

     ARTICLE  ONE  shall  be  amended  to  change  the  name to  China  Mobility
Solutions, Inc.

                                   ARTICLE III

     ARTICLE THREE is hereby amended as follows:

     The aggregate number of shares which this corporation  shall have authority
to issue is fifty  million  (50,000,000)  shares of a par value of ($.001) which
shares shall be designated common stock.

     "Reverse Stock Split.  Each share of the  Corporation's  Common Stock,  par
value of $.001,  issued and outstanding  immediately  prior to May 19, 2004 (the
"Old Common  Stock") shall  automatically  and without any action on the part of
the holder thereof be reclassified  as and changed,  pursuant to a reverse stock
split (the "Reverse Stock Split"),  into a fraction thereof of 1/5 of a share of
the Corporation's  outstanding Common Stock, par value of $.001 (the "New Common
Stock"),  subject to the  treatment of fractional  share  interests as described
below.  Each holder of a certificate or certificates  which immediately prior to
May 19,  2004  represented  outstanding  shares of Old  Common  Stock  (the "Old
Certificates," whether one or more) shall be entitled to receive, upon surrender
of such Old Certificates to the Corporation's Transfer Agent for cancellation, a
certificate  or  certificates  (the  "New  Certificates,"  whether  one or more)
representing  the number of whole  shares of the New Common Stock into which and
for which the shares of the Old Common Stock  formerly  represented  by such Old
Certificates  so  surrendered  are classified  under the terms hereof.  From and
after May 19, 2004, Old  Certificates  shall represent only the right to receive
New  Certificates  pursuant to the provisions  hereof.  No certificates or scrip
representing  fractional share interests in New Common Stock will be issued, and
no such fractional share interest will entitle the holder thereof to vote, or to
any rights of a shareholder of the  Corporation.  Any fraction of a share of New
Common  Stock to which the holder would  otherwise be entitled  will be adjusted
upward to the nearest  whole share.  If more than one Old  Certificate  shall be
surrendered  at one time for the account of the same  Shareholder  the number of
full shares of New Common Stock for which New Certificates shall be issued shall
be computed on the basis of the aggregate  number of shares  represented  by the
Old certificates so surrendered.  In the event that the  Corporation's  Transfer
Agent  determines  that a holder of Old  Certificates  has not  tendered all his
certificates for exchange, the Transfer Agent shall carry forward any fractional
share until all  certificates  of that holder have been  presented  for exchange
such that payment for  fractional  shares to any one person shall not exceed the
value of one share.  If any New Certificate is to be issued in a name other than
that in which the Old Certificates  surrendered for exchange are issued, the Old
Certificates so



surrendered  shall  be  properly  endorsed  and  otherwise  in  proper  form for
transfer.  From and after May 19, 2004, the amount of capital represented by the
shares of the New  Common  Stock  into which and for which the shares of the Old
Common  Stock are  reclassified  under the terms hereof shall be the same as the
amount of capital  represented by the shares of Old Common Stock so reclassified
until after reduced or increased in accordance with  applicable law.  Fractional
shares shall be rounded up to the nearest whole share."

     The number of shares of the Corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation  is 41,360,010.  The above changes
and  amendments  have  been  approved  by a written  consent  of a  majority  of
stockholders of the class of stock outstanding and entitled to vote thereon.

     The Amendments to the Articles of Incorporation  were approved by the Board
of Directors on February 24, 2004.

     The number of common shares voted for the Amendments were 25,319,500  which
is a majority of the common  shares  issued and  outstanding  and no shares were
voted against the Amendments. Common was the sole class of shares outstanding.


Dated: February 24, 2004


XIN NET CORP.


By: /s/ Xiao-Quig Du                           By: /s/ Ernest Cheung
    --------------------------------              ------------------------------
    Xiao-Qing (Angela) Du, President              Ernest Cheung, Secretary