UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) November 2, 2002 ---------------- CHINA XIN NETWORK MEDIA CORPORATION ------------------------------------------------ (Exact Name of Registrant as Specified in Charter) FLORIDA 000-29915 650786722 - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 3767 Thimens Boulevard Suite 216 St-Laurent, Quebec Canada H4R 1W4 -------------------------------------- (Address of Principal Executive Offices) Tel: 514-398-0515 Fax: 514-398-9901 -------------------------------------------------- Registrant's telephone number, including area code Item 1. Changes in Control of Registrant. Not Applicable Item 2. Acquisition or Disposition of Assets. Not Applicable Item 3. Bankruptcy or Receivership. Not Applicable Item 4. Changes in Registrant's Certifying Accountant. Not Applicable Item 5. Other Events On November 2, 2002, The Company signed a letter of intent to acquire Benchmark Capital Consulting, Inc., a consulting and merger and acquisition advisory firm located at 100 Wall Street, New York, New York. Benchmark Capital Consulting, Inc. is a wholly owned subsidiary of Benchmark Global Capital Group. A final agreement is subject to due diligence by Benchmark and requires shareholder approval from both companies. The Company is in the process of preparing proxy statements to be sent out to its shareholders. This acquisition will result in Benchmark Global Capital Group owning majority shares in the Company. Item 6. Resignations of Registrant's Directors. Not Applicable Item 7. Financial Statements and Exhibits. Not Applicable EXHIBITS: 10 Letter of Intent to acquire Benchmark Capital Consulting, Inc. dated November 2, 2002 99.1 Copy of Press Release Issued November 1, 2002 Item 8. Change in Fiscal Year. Not Applicable Item 9. Regulation FD Disclosure. Not Applicable 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 hereunto duly authorized. CHINA XIN NETWORK MEDIA CORPORATION (Registrant) Date November 5, 2002 /s/ GEORGE LEE - -------------- GEORGE LEE President & CEO