EXHIBIT 1



                           MINUTES OF A MEETING OF THE
               BOARD OF DIRECTORS OF PANASIA COMMUNICATIONS CORP.
                      HELD ON THE 21st DAY OF JANUARY, 2003


The  following  resolutions  were  passed  by  the Board of Directors of PanAsia
Communications  Corp.  (the  "Company")  having been consented to and adopted in
writing by all the Directors of the Company as at January 21st 2003.

SHARES FOR DEBT EXCHANGE WITH CREDITORS:
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     Uninet Technologies Inc.                         1,030,636

TOTAL SHARES TO BE ISSUED FOR DEBT:                   1,030,636
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WHEREAS  the  Company  is indebted and will be indebted to persons and Companies
for  their performance of duties, services and/or providing loans to the Company
as  described  above;

AND  WHEREAS  the Company wishes to reimburse and to compensate the services and
performance  provided;

AND  WHEREAS  the  Company now has available the above creditor(s) willing to be
reimbursed  in  settlement  of  outstanding  debts  owed  in  the  aggregate  of
US$15,459.54
in  exchange  for common shares of the Company and an agreement has been reached
to  value  the  settlement  or  payment at an exchange per common share price of
$0.015;

THEREFORE IT BE RESOLVED that the Company issue ONE MILLION AND THIRTY THOUSAND,
SIX  HUNDRED  AND  THIRTY-SIX  (1,030,636)  shares  representing  17.26%  to the
Creditors  and agents in full settlement of debts owed and to be paid for future
considerations  at  an  exchange price per common share of $0.015.  These shares
will  be  issued  under  the  conditions  of  Rule  144  and  are  to contain an
appropriate  restrictive  legend.

AND  FURTHER  RESOLVED,  that  the  President of PanAsia Communications Corp. is
instructed  to  notify  the  Transfer  Agent,  Pacific Stock Transfer Company to
effect  the  issuance  of  the  shares.

Effective this 21st day of January, 2003.




/s/  Mark Glusing                              /s/  Cecil Morris
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Mark Glusing, President                        Cecil Morris, Director