8-K

                          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

                                    September 9, 2002
                                     Date of Report

                           (Date of Earliest Event Reported)

                                Alternet Systems, Inc.
              (Exact name of Registrant as Specified in its Charter)

                #280-815 West Hastings Street, Vancouver, BC, V6C 1B4
                      (Address of Principal Executive Offices)

                                      604-608-2700
                            (Registrant's Telephone Number)


                               North Pacific Capital Corp.
                #280-815 West Hastings Street, Vancouver, BC, V6C 1B4
                            (Former name and former address)

          Nevada                        000-31909                    88-0473897
(State or other jurisdiction    (Commission File Number)        (IRS Employer
    of incorporation)                                       Identification No.)

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

     Advanced Interactive Inc., an affiliate of the Registrant, has
on September 9, 2002, acquired an additional 228,571 common shares of
the Registrant in settlement of $80,000 owed by the Registrant to
Advanced Interactive Inc.  The shares were issued at a price of one
share of common stock for each $0.35 of debt principal settled
pursuant to an amendment to the software license agreement between
the Registrant and Advanced Interactive Inc. described in Item 5
below and attached as Exhibit 3.1.

ITEM 2.  ACQUISITIONS OR DISPOSITIONS

Not Applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP

Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 5.  OTHER EVENTS

(a)  Amendment of License Agreement.

     The Registrant has amended the terms of its software license
agreement dated January 1, 2001 with Advanced Interactive Inc. and
its subsidiary, Advanced Interactive (Canada) Inc. (the "License Agreement").

     The amendment to the License Agreement calls for the issuance of
228,571 shares of common stock to Advanced Interactive Inc. in full
and final settlement of $80,000 of outstanding software license
payments called for under the License Agreement.  The shares of
common stock are issued at one share of common stock for each $0.35
of debt settled.  The 228,571 shares of common stock were issued on
today's date.

     The amendment to the License Agreement also replaces the existing
schedule of software license payments with the following schedule
of payments to be made by the Registrant to Advanced Interactive Inc.:

(i)     $10,000 per month in 2001;
(ii)    $20,000 per month in 2002;
(iii)   $28,000 per month in 2003;
(iv)    $36,000 per month in 2004;
(v)     $44,000 per month in 2005;
(vi)    $52,000 per month in 2006;
(vii)   $60,000 per month in 2007;
(viii)  $68,000 per month in 2008;
(ix)    $76,000 per month in 2009; and
(x)     $84,000 per month in 2010.

The License Agreement requires the Registrant to pay a royalty of 40%
of net revenues from the licensed software to Advanced Interactive
Inc. in addition to the payments in (i) to (x) above.  Where royalty
payments in any one month exceed the amounts due in (iv) to (x)
above, they will be accrued to be applied to future months.

The amendment provides the Registrant with the right, in any given
month, to accrue up to one-half of the payment due in that month for
the term of the License Agreement or (with the consent of Advanced
Interactive Inc.) to settle up to one-half of the payment due by
issuance of shares at a price of $0.35 per share or at the market
price for the Registrant's shares if its securities trade publicly.

The Registrant is disclosing this amendment in this Report on Form 8K
because:

(i)  the settlement of the outstanding debt to Advanced Interactive
Inc. improves the Registrant's working capital position by
$80,000; and

(ii)  the granting to the Registrant of the right to accrue up to
one-half of the software license payments for the term of the
License Agreement decreases the Registrant's need for
immediate working capital.

The amendment to the License Agreement does not itself provide the
Registrant with more current assets it simply reduces the immediate
required payments under the License Agreement.

A copy of the amendment to the License Agreement is attached as an
exhibit to this report on Form 8K.

ITEM 6.  RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS

Not applicable.

ITEM 7.  FINANCIAL STATEMENTS

Not applicable.

ITEM 8.  CHANGE IN FISCAL YEAR

Not applicable.

                                       SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report on Form 8-K
to be signed on its behalf by the undersigned hereunto duly authorized.

                                        Alternet Systems Inc.



                                        By:    /s/ Griffin Jones
                                        Griffin Jones, Director and
                                        Secretary

Dated:  September 9, 2002

                                    EXHIBITS

Exhibit 3.1: Amendment to License Agreement

EX-3.1

                                    EXHIBIT 3.1
                              ALTERNET SYSTEMS, INC.
                         #280 - 815 West Hastings Street
                          Vancouver, British Columbia
                              Tel: (604) 608-2540
                              Fax: (604) 608-8775

                                 August 15, 2002

Advanced Interactive Inc.
718 - 1350 East Flamingo Road
Las Vegas, Nevada 89119

Attention: Mr. Karim Lakhani

- -and-

Advanced Interactive Canada Inc.
2101 - 1177 West Hastings Street
Vancouver, BC V6# 2K3

Attention: Mr. Harry Davis

Dear Sir or Madam:

Re: License Agreement dated January 1, 2001, as amended (the "License
Agreement")

This letter is written to confirm as follows:

1.  The License Agreement between Advanced Interactive Inc. ("AII
Nevada") and Advanced Interactive Canada Inc. ("AII Canada") and
Alternet Systems, Inc. ("Alternet") is hereby amended such that
the existing section 5.1(d) of the License Agreement is deleted
and replaced with the following section 5.1(d):

"Commencing on January 15, 2001 (and ending on December 15,
2010) Alternet will make minimum payments to AII Nevada or AII
Canada of:

(a)   US$10,000 per month in 2001;
(b)   US$20,000 per month in 2002;
(c)   US$28,000 per month in 2003;
(d)   US$36,000 per month in 2004;
(e)   US$44,000 per month in 2005;
(f)   US$52,000 per month in 2006;
(g)   US$60,000 per month in 2007;
(h)   US$68,000 per month in 2008;
(i)   US$76,000 per month in 2009; and
(j)   US$84,000 per month in 2010.

Any payments made by Alternet which exceed the amount due
under (d) to (j) above will be accrued and applied to future
months' minimum payments.

Alternet shall have the right, in any given month:

(i)  to accrue (for the term of this Agreement) up to one-half
of the minimum payment owed in that month; and

(iii)  subject to the consent of AII Canada or AII Nevada, to pay
one-half of the amount owed in any given month by way of
issuance to AII Canada or AII Nevada of:

(A)  prior to Alternet trading publically, common shares at
a price of US$0.35 per share; or

(B)  on or after commencement of public trading of
Alternet, common shares at the weighted average market
price for the week prior to the monthly payment becoming due.

2.  Alternet shall make all reasonable efforts to register for
immediate resale (by way of filng of an SB2 Registration
Statement or S8 Registration Statement) any shares issued to AII
Canada or AII Nevada in settlement of outstanding monthly payments.

3.  In all other ways, the Agreement remains in full force and
effect as amended.

4.  AII Canada and AII Nevada hereby agree that Alternet may settle,
by way of issuance of common shares at US$0.35 per share, any
outstanding payments due to this amendment's date under section
5.1(d) of the Agreement.

5.  To simplify and clarify their agreement, AII Canada, AII Nevada
and Alternet shall, on or before September 15, 2002, complete a
new License Agreement which incorporates the terms of License
Agreement and all of its amendments.

     Upon execution hereof, this letter becomes an amendment to the
Agreement binding upon its terms.

Yours truly,
ALTERNET SYSTEMS, INC.

/s/ Patrick Fitzsimmons
Patrick Fitzsimmons, Director

The terms of this Agreement above are hereby read, understood,
acknowledged and accepted by the undersigned effective the 15th day
of August, 2002.

ADVANCED INTERACTIVE, INC.              ADVANCED INTERACTIVE CANADA INC.
By its Authorized Signatory             By its authorized signatory

/s/ Stan Loh                            /s/ Harry Davis
Stan Loh                                Harry Davis
Director                                C.E.O.