UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-KSB



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



For the fiscal year ended December 31, 2002



Bluepoint Linux Software Corp.

-----------------------------
- ------------

(Exact name of Registrant as specified in charter)



| | Indiana                                        | 0-25797                  | 35-2070348                           | 
| | ---------------------------------------------- | ------------------------ | ------------------------------------ | 
| | (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employee Identification No.) | 



4F., Xinyang Building,
 Bagua 4th Road

Shenzhen, Guangdong 518029, P.R.China



(Address of principal executive offices)



Registrant's telephone number, including area code: 011867552450750



SECURITIES REGISTERED PURSUANT TO SECTION 12(B)OF

THE SECURITIES EXCHANGE ACT OF 1934:



Title of Each Class

Name of Each Stock Exchange on Which Registered

-----------------
--------------------------- -------------------------------------------------------

Common

None



Indicate by check mark if disclosure of delinquent filers pursuant to Item 40 5of Regulation S-B is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [ ]



Indicate by check mark whether the Registrant (1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ___



The aggregate market value of the voting stock held by non-affiliates of the Registrant on at February 28, 2003, was approximately $539,000.



The number of shares held by non-affiliates of Registrant's Common Stock outstanding on February 28, 2003, was 5,390,000.



The Registrant's total revenues for the twelve-month period ended December 31, 2002, were $580,032.























TABLE OF CONTENTS





PART I



ITEM 1.

DESCRIPTION OF BUSINESS

1



ITEM 2.

DESCRIPTION OF PROPERTY

2



ITEM 3.

LEGAL PROCEEDINGS

2



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

2







PART II



ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

2



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OR PLAN OF OPERATION

3



ITEM 7.

FINANCIAL STATEMENTS

6



ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

8





PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND

CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)

OF THE EXCHANGE ACT

8



ITEM 10.

EXECUTIVE COMPENSATION

10



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

11



ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

11



ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K

11



SIGNATURES

12



PART I





ITEM 1.  DESCRIPTION OF BUSINESS



Business Development



Bluepoint Linux Software Corp. (the "Company" or "Bluepoint") was originally established as Shenzhen Sinx Software Co., Ltd. ("Sinx") in the People's Republic of China (the "PRC") on September 3, 1999, as a limited liability company. It commenced operations in October 1999 and is engaged in the licensing of its software,  "Bluepoint Linux" to PRC original equipment manufacturers of personal computers and the sale of "Bluepoint Linux" software packages to software retailers in the PRC.



The business of the Company focused on Linux operating system, embedded Linux platform and related service and support. The Company developed the first true Chinese Linux operating system called Bluepoint.  Bluepoint is very stable, easy to use and offers high performance. It supports multiple languages and is very suitable for Asian users. The Company also developed Linux operating system for embedded devices such as PDA (personal digital assistant), Set-top box, Intelligent housing system (called E-home) and web pad. Up till August 2001, Bluepoint was pre-installed in computers by several major computer manufactures in China, including Great Wall, TCL, and Xiahua Sanbao. Two companies, Yuanzheng and Great Wall, have signed agreement with Bluepoint to use Bluepoint Embedded Linux system in their PDA products.



On September 26, 2002 and December 25, 2002, the Company entered into two separate technology development agreements with Launch Tech Company Limited (Launch) respectively for the development of Linux based software technologies and applications for Launchs automotive diagnostic solutions and on-board automotive computers, and such agreements had been successfully completed and the solutions delivered to Launch.
Launch is a listed company in Hong Kong of which
two substantial stockholders of the Company are also substantial stockholders.



The Company also entered into a software development contract with Shenzhen Debole Electronics Development Co., Ltd. (Debole) whereby the Company
provided Linux based software solutions and technologies to Debole for the development of its intelligent home device.



Business of Issuer



Bluepoint Linux operating system is a competitor to Microsoft Windows. Just as many of the personal computer manufacturers in the United States and elsewhere, "pre-install" Microsoft Windows, Chinese companies such as Great Wall, TCL, Xiahua, Downing pre- install Linux on some of their PC series. Right now, Linux is mostly used on servers since Microsoft Windows NT server charges per use license fee. The Company believes that the Linux operating system is more efficient and stable when compared with Windows system. It has basic programs such as software similar to Microsoft "Word", "Spreadsheet", etc. The Company has been focusing on developing and marketing embedded Linux systems.  The Company 's embedded system for PDA, Set-top box, Intelligent Housing System and Web Pad are currently available to its customers.



The Company faces competitions from other Linux software companies in China. The major competitors are Redflag Software Co.,Ltd., TurboLinux Inc. and Xteam Software Co.Ltd. The Company believes that it has the lead in both Linux server and embedded system operating system technology. However the competitors such as Redflag and TruboLinux has stronger financial backing than the Company does.



The Company owns two web sites: http://www.bluepoint.com.cn/ and http://www.openunix.org/.  Established in March, 1999, openunix.org is a destination site for Unix and Linux information. It is the most influential Linux site in China. The site provides services such as news, technical discussion forums, knowledge bases and software downloading. The site also provides advertising, publishing, survey and consulting services.



Bluepoint Software Technology (Shenzhen) Co.,Ltd has been granted a ten years operation period which can be extended with approvals from relevant People's Republic of China authorities. In addition to its presence in the People's Republic of China, the Company intends to expand its market in the near future.



As of December 31, 2002, the Company has 26 full time employees.

- # -







ITEM 2. DESCRIPTION OF PROPERTY



Our principal office has moved to 4F.,Xinyang Building,Bagua 4th Road,Futian District,Shenzhen Guangdong,P.R China in January 2002 on a temporary rent-free arrangement . Our previous offices at A1406, Electronics Science & Technology building, 2070 Shennan zhong Road Shenzhen Guangdong 518031, P.R.China and 4/F , International Education Communication Center, Beijing PolyU, #66 West Beisanhuan Road, Haidian District,Beijing,China were closed. The leases on those locations expired on August 8, 2001 and December 20, 2001 respectively.





ITEM 3. LEGAL PROCEEDINGS



The Company is presently not involved in any legal proceedings.





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



During the 2002 fiscal year, there were no matters submitted to a vote of the Company's shareholders.





- # -





PART II





ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



The following table sets forth the bid prices of the Common Stock on the OTC Bulletin Board for each quarterly period indicated during fiscal year 2002.  These over-the-counter market quotations are based on inter-dealer bid prices, without markup, markdown, or commission, and may not necessarily represent actual transactions.



|Quarter Ended      | HIGH  | LOW  
|------------------ | ----- | -----
|December 31, 2002  | $0.25 | $0.10
|September 30, 2002 | $0.30 | $0.10
|June 30, 2002      | $0.45 | $0.03
|March 31, 2002     | $0.05 | $0.03



Shareholders



There were approximately 162 record holders of Common Stock as of December 31, 2002, holding a total of 20,485,000 outstanding shares of Common Stock of which 4,512,000 was in the public float.



Dividends



The Company has never declared a cash dividend on its Common Stock and does not anticipate doing so in the near future. The future payment of dividends, if any, on the Common Stock is within the discretion of the board of directors and will depend on the Company's earnings, capital requirements, financial condition, and other relevant factors.



The following information sets forth certain information for all securities the Company sold during the past year without registration under the Securities Act of 1933 (the "Securities Act"). All transactions were effected in reliance on the exemption from registration afforded by Section 4 (2) of the Securities Act for transactions not involving a public offering. There were no underwriters in any of these transactions.



On October 1, 2000, the Company issued 100,000 shares at a value of $2.39/share of the Company's common stock to one of the officers of the Company.



In March 2000, $600,100 was received from a potential investor, In February 2001, the Company reached an agreement with the investor to settle the debt. The investor agreed to accept stock for the $600,100 at $5 per share which is the conversion price agreed to by the both parties at that time.  As a result of the agreement, the Company has agreed to issue the investor 120,000 restricted shares, and the investor has agreed to accept these shares for the entire $600,100 investment. On March 14,2001, the restricted shares were issued to the investor according to this agreement.



- # -







ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION



The following discussion and analysis should be read in conjunction with the Company's financial statements and notes thereto included elsewhere in this Form 10-KSB. Except for the historical information contained herein, the discussion in this Form 10-KSB contains certain forward looking statements that involve risks and uncertainties, such as statements of the Company's plans, objectives, expectations and intentions. The cautionary statements made in this Form 10-KSB should be read as being applicable to all related forward statements wherever they appear in this Form 10-KSB. The Company's actual results could

differ materially from those discussed here.



The Company is not aware of any circumstances or trends which would have a negative impact upon future sales or earnings. There have been no material fluctuations in the standard seasonal variations of the Company 's business. The accompanying financial statements include all adjustments, which in the opinion of management are necessary in order to make the financial statements not misleading.



On January 7, 2000, Sinx entered into a Plan of Agreement and Reorganization (the "Agreement") with MAS Acquisition XI Corp. ("MAS"), an Indiana corporation. Prior to the agreement, On January 5, 2000, MAS cancelled 8,203,133 shares of its common stock. The agreement called for MAS to effectuate

a 15 for 1 forward stock split. As consideration for the acquisition of Sinx, the Company issued 15,500,000 restricted shares of the Company's par value $0.001 common stock to the shareholders of Sinx, leaving a total of 20,000,000 shares of common stock issued and outstanding. As result of the Agreement between the Company and Sinx, Sinx became and operates as, a wholly owned subsidiary of MAS.



Further, as a result of the Agreement, the Company has accepted the resignation of Aaron Tsai, the Company's sole Director and Officer, as of February 16, 2000, and appointed Yu Deng, as President and Chief Executive Officer and Yu Deng, Zhe Kang, ShengMiao Liao, YiHuo Ye and Ling Li, as Directors.



The Company formally changed its name to Bluepoint Linux Software Corp.on February 16, 2000 to reflect the fact that Sinx is best known for its Bluepoint Linux Operating System. Bluepoint Linux Software Corp.(the "Company" or, "Corporation"), presently has executive offices at:4F.,Xinyang Building,Bagua 4th Road Shenzhen, Guangdong 518029, P.R.China



The individuals who collectively owned 100% of Sinx's registered share capital prior to January 7, 2000 were Yu Deng, Zhe Kang, Yihuo Ye, Shengmiao Liao and Ling Li. Pursuant to the acquisition of Sinx, the Company underwent a change of control and these five individuals obtained a majority interest in the Company and were appointed as the Company's directors and/or officers.



On May 24, 2002, directors and shareholders Yu Deng, Shengmiao Liao, Zhe Kang, Yihuo Ye and Ling Li entered into a Stock Purchase Agreement (the "Agreement")with Xin Liu and Jun Liu for the procurement by Mssrs. Xin Liu and Jun Liu of 11,400,000 shares of common stock. Pursuant to the terms of the Agreement, Xin Liu purchased 1,800,000 shares from Yu Deng, 300,000 shares from Zhe Kang, 1,200,000 shares from Yihuo Ye, and 2,700,000 shares from Ling Li, for a total acquisition of 6,000,000 shares or 29.3% of the outstanding common stock. Jun Liu purchased 2,550,000 shares from Shengmiao Liao and 2,850,000 shares from Zhe Kang, for a total acquisition of 5,400,000 shares or 26.4% of the outstanding common stock. In consideration for the purchase of the shares, Mssrs. Xin Liu and Jun Liu paid the total sum of 1,000,000 Yuan (or approximately USD$121,950.00) to the named sellers. In accordance with the Agreement, the Board of Directors has accepted the resignations of Board members Zhe Kang, Ling Li, and Yihuo Ye. Mssrs. Xin Liu, Jun Liu, and Frank Kwai Shing have been appointed by the shareholders to fill the three vacant seats of the Board.

- # -







Results of Operations



Comparison between the twelve-month period ended December 31, 2002 with the twelve-month period ended December 31, 2001

|          | Year ended December 31, 2002 | Year ended December 31, 2001
|--------- | ---------------------------- | ----------------------------
|          |                              |                             
|Net sales | 580,032                      | 118,663                     



Net sales were derived principally from the receipt of software development service fees from software development services for corporate customers in the PRC, which included the development of Linux based software applications and the licensing of Bluepoint Linux embedded solutions to these customers. The significant increase of net sales in 2002 was mainly due to the completion of two major Linux solutions and software development contracts with Launch and Debole for their on-board automotive computers and intelligent home devices, respectively. The directors expect that the Company
will have further similar contracts with Launch in 2003, but also expect that these contracts will contribute to a les significant proportion of the Companys total revenues as the Company already began to distribute its newly developed products, such as Mailarmor in 2003.



As of December 31, 2002, the Company had trade receivables of approximately $314,000, which was solely
due from Debole. As the payments of these software development assignments from customers are negotiated on a case by case basis.
The amount due from Debole represents two agreements of which approximately $320,000 has been agreed in the contract to be settled in two installments. As at the date of this report, approximately $121,000 has been received. The directors are of the opinion that there are no foreseeable difficulties in recovering the amount.



Cost of sales and general and administrative expenses consisted of principally of the salary for program engineers and management staff,
 depreciation and other miscellaneous administrative expenses. Cost of sales was reduced by a fund of $60,386 from the PRC local government authority for the Companys development of certain general Linux software technology.



Other reasons for t
he decrease of costs and expenses in comparison with the previous corresponding years
 include
the closure of the
 Beijing office, the reduction of staff salaries,

tighter control in
expenses and costs and the rent free office premises provided by Launch.



Both the increase of net sales and decrease of costs have resulted in a net profit of approximately USD$298,352, which represented a growth of approximately 220.4% from the previous corresponding year. Since the Company will mainly retain its cash earnings for future operating and investment purposes, no cash dividends has been declared for the period.

- # -





Plan of Operations



Statements contained herein that are not historical facts are
 forward-looking statements as that term is defined by the Private Securities
 Litigation Reform Act of 1995.  Although the Company believes that the
 expectations reflected in such forward-looking statements are reasonable, the
 forward-looking statements are subject to risks and uncertainties that could
 cause actual results to differ from those projected. The Company cautions
 investors that any forward-looking statements made by the Company are not
 guarantees of future performance and that actual results may differ materially
 from those in the forward-looking statements. Such risks and uncertainties
 include, without limitation: well established competitors who have substantially
 greater financial resources and longer operating histories, regulatory delays or
 denials, ability to compete as a start-up company in a highly competitive
 market, and access to sources of capital.



In the year 2003, the Company plans to concentrate on the development of embedded "Bluepoint Linux" solutions and related applications. The Company will significantly increase its efforts in the development and marketing of embedded Linux operating system and embedded applications in three fields, namely, automotive technologies, network security and consumer electronics.



If the Company is successful in implementing its growth strategy, management believes that it can undergo a period of rapid growth. For automotive technologies, the Company will mainly rely on its co-operations with Launch in developing ICar, which is an on-board automotive computer to be installed on automobiles and with the functions of multi-media, security and global positioning system. ICar will be mainly marketed to automotive manufacturers in the PRC, which experienced significant increase in business volumes in recent years, through the marketing network of Launch. For network security, the Company has completed the development of Mailarmor, which is a specialized virus detection device to be installed at the sever end of corporate customers for the purpose detecting and filtering e-mail viruses. Mailarmor will be marketed to system integrators and computer distributors in the PRC. For consumer electronics, the Company is continuing to develop e-Home, the intelligent multi-media server, and such development is expected to be completed by the end of the year. The management believes that these products will start to generate revenues in year 2003.

- # -









Capital Resources and Liquidity



During the year ended December 31, 2002, the net cash provided by operating activities was $25,739. In order to cope with business development, net
 cash used in investing activities was $22,555. There was no financing activities and net increase in cash and cash equivalents was $3,184. The increase in cash and cash equivalents is mainly due to the profit from operations for $298,352 for the year.



In order to meet its continuing cash requirements and to successfully implement
 its growth strategy, other than relying on revenue from its operating activities, the Company may have to seek additional funding from the potential investors. In the event that additional financing is required, no assurances can be given that such financing will be available in the amount required or, if available, that it can be on terms satisfactory to the Company.



Events That Took Place Subsequent to Fiscal Year Ending December 31, 2002



No event took place subsequent to fiscal year ending December 31 2002.



New Accounting Pronouncements



In August 2002, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 replaces SFAS 121. SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations. SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2002 and are applied prospectively. At this time, the management believes that the adoption of this statement will not have a material effect on the Group's consolidated financial position, results of operations and cash flows.



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation
- Transition and Disclosure
- an amendment of FASB Statement No. 123. This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.



This Statement requires that companies having a year-end after December 15, 2002 follow the prescribed format and provide the additional disclosures in their annual reports. In other words, calendar year-end companies must comply when issuing their 2002 annual reports. Companies must also provide the disclosures in their quarterly reports containing condensed financial statements for interim periods beginning after December 15, 2002 (first quarter 2003 for calendar year-end companies). The management believes that the adoption of this statement will not have a material effect on the Group's consolidated financial position, results of operations and cash flows.





ITEM 7.
   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA



See the audited financial statements attached hereto and numbered F-1
 through F-6.





- # -







Bluepoint Linux Software Corp.



Consolidated Financial Statements

For the Year
Ended

December 31, 2002





Bluepoint Linux Software Corp.



Index To Consolidated Financial Statements





Pages



Independent
Auditor's Report

F-1



Consolidated Statements of Operations

F-2



Consolidated Balance Sheets

F-3



Consolidated Statements of Cash Flows

F-4



Consolidated Statements of Stockholders'
Equity

F-5



Notes to Consolidated Financial Statements

F-6









- # -









Independent Auditors' Report





To the Board of Directors and Stockholders of

Bluepoint Linux Software Corp.











We have audited the accompanying consolidated balance sheets of Bluepoint Linux Software Corp. (an Indiana Corporation) and its subsidiary as of December 31, 2001 and 2002 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2001 and 2002, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiary as of December 31, 2001 and 2002 and the results of the operations and the cash flows for

 and the years ended December 31, 2001 and 2002, in conformity with accounting principles generally accepted in the United States of America.















Moores Rowland

Chartered Accountants

Certified Public Accountants

Hong Kong



F-#



Bluepoint Linux Software Corp.



Consolidated Statements of Operations







| |  |      |  | Year ended
December 31, 2001 |  | Year ended
December 31,
2002
| |  | ---- |  | ---------------------------- |  | ----------------------------
| |  | Note |  | US$                          |  | US$                         



|Net sales                                                                                 |           |        |           | 118,663    |         | 580,032   
|----------------------------------------------------------------------------------------- | --------- | ------ | --------- | ---------- | ------- | ----------
|Cost of sales                                                                             |           |        |           | (95,620)   |         | (81,044)  
|                                                                                          |           |        |           |            |         |           
|Gross profit                                                                              |           |        |           | 23,043     |         | 498,988   
|                                                                                          |           |        |           |            |         |           
|Selling expenses                                                                          |           |        |           | (45,159)   |         | (29,163)  
|                                                                                          |           |        |           |            |         |           
|General and administrative expenses                                                       |           |        |           | (391,698)  |         | (173,825) 
|                                                                                          |           |        |           |            |         |           
|(Loss) Profit from operations                                                             |           |        |           | (413,814)  |         | 296,000   
|                                                                                          |           |        |           |            |         |           
|Non-operating income                                                                      |           |        |           |            |         |           
|Other income                                                                              |           |        |           | 441        |         | 2,352     
|                                                                                          |           |        |           |            |         |           
|(Loss) Profit  before income taxes                                                        |           |        | (413,373) |            | 298,352
|                                                                                          |           |        |           |            |         |           
|Provision for income taxes                                                                |           | 2(g)   |           | -          |         | -         
|                                                                                          |           |        |           |            |         |           
|(Loss) Profit  before extraordinary item                                                  |           |        | (413,373) |            | 298,352
|                                                                                          |           |        |           |            |         |           
|Extraordinary item                                                                        |           | 8(b)   |           | 506,500    |         | -         
|                                                                                          |           |        |           |            |         |           
|Net income                                                                                |           |        |           | 93,127     |         | 298,352   
|                                                                                          |           |        |           |            |         |           
|(Loss) Earnings per share of common stock , before extraordinary item
           Basic   | 2(
i )    |        | (0.020)   |            | 0.015  
|                                                                                          |  Diluted | 2(
i ) |           | (0.020)    |         | 0.015     
|                                                                                          |           |        |           |            |         |           
|Earnings per share of common stock, after extraordinary item
                      Basic | 2(
i )    |        | 0.0
05    |            | 0.015  
|                                                                                          |  Diluted | 2(
i ) |           | 0.005      |         | 0.015     
|Weighted average number of shares outstanding                                             |           | 2(
i ) |           | 20,281,164 |         | 20,449,630





The financial statements should be read in conjunction with the accompanying notes.





Bluepoint Linux Software Corp.



Consolidated Balance Sheets







|       |      |  | December 31, 2001 |  | December 31, 2002
|------ | ---- |  | ----------------- |  | -----------------
|ASSETS | Note |  | US$               |  | US$              



|Current assets                                                                                             |   |  |           |  |          
|---------------------------------------------------------------------------------------------------------- | - |  | --------- |  | ---------
|Cash and cash equivalents                                                                                  |   |  | 310       |  | 3,494    
|Trade receivable s                                                                                         |   |  | 14,191    |  | 314,009  
|Deposits, prepayments and other debtors                                                                    | 3 |  | 115       |  | 7,554    
|Due from directors                                                                                         | 4 |  | 11,744    |  | -        
|                                                                                                           |   |  |           |  |          
|Total current assets                                                                                       |   |  | 26,360    |  | 325,057  
|                                                                                                           |   |  |           |  |          
|Property, plant and equipment, net                                                                         | 5 |  | 54,494    |  | 56,311   
|                                                                                                           |   |  |           |  |          
|Total assets                                                                                               |   |  | 80,854    |  | 381,368  
|                                                                                                           |   |  |           |  |          
|LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)/EQUITY                                                          |   |  |           |  |          
|                                                                                                           |   |  |           |  |          
|Current liabilities                                                                                        |   |  |           |  |          
|Trade payable                                                                                              |   |  | 2,476     |  | 2,476    
|Other creditors and accrued charges                                                                        | 6 |  | 139,095   |  | 101,531  
|Due to directors                                                                                           | 4 |  | 11,268    |  | 4,126    
|Due to a related company                                                                                   | 7 |  | -         |  | 44,773   
|                                                                                                           |   |  |           |  |          
|Total current liabilities                                                                                  |   |  | 152,839   |  | 152,906  
|                                                                                                           |   |  |           |  |          
|Stockholders' (deficiency) / equity

:                                                                     |   |  |           |  |          
|Preferred stock, par value of US$0.001 per share;
20,000,000 shares authorized, none issued or
outstanding |   |  | -         |  | -        
|Common stock, par value of US$0.001 per share,                                                             |   |  |           |  |          
|80,000,000 shares authorized;                                                                              |   |  |           |  |          
|20,390,000 and 20,485,000 shares issued and outstanding as of December 31, 2001 and 2002, respectively     |   |  | 20,390    |  | 20,485   
|Additional paid-in capital                                                                                 |   |  | 475,766   |  | 477,766  
|Accumulated losses                                                                                         |   |  | (568,141) |  | (269,789)
|                                                                                                           |   |  |           |  |          
|Total stockholders (deficiency)/equity                                                                    |   |  | (71,985)  |  | 228,462  
|                                                                                                           |   |  |           |  |          
|TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)/EQUITY                                                    |   |  | 80,854    |  | 381,368  





The financial statements should be read in conjunction with the accompanying notes.





Bluepoint Linux Software Corp.



Consolidated Statements of Cash Flows







| |  |  | Year ended
December 31, 2001 |  | Year ended
December 31, 2002
| |  |  | ---------------------------- |  | ----------------------------
| |  |  | US$                          |  | US$                         



|Cash flows from operating activities:                                                       |  |           |           |       |           
|------------------------------------------------------------------------------------------- |  | --------- | --------- | ----- | ----------
|Net
 income                                                                                 |  |           | 93,127    |       | 298,352   
|                                                                                            |  |           |           |       |           
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |           |           |       |           
|Depreciation                                                                                |  |           | 21,437    |       | 20,738    
|Non-cash compensation expenses
(Notes 8 a &

8 c

)                                         |  |           | 139,370   |       | 6,000     
|Non-cash compensation expense credit upon cancellation of shares                            |  |           | -         |       | (3,905)   
|Non-cash extraordinary item (Note 8 b

)                                                    |  |           | (506,500) |       | -         
|Loss on disposal of property, plant and
equipment                                           |  |           | 20,390    |       | -         
|                                                                                            |  |           |           |       |           
|Changes in working capital:                                                                 |  |           |           |       |           
|Trade receivable s                                                                          |  |           | 10,459    |       | (299,818) 
|Deposits, prepayments and other debtors                                                     |  |           | 40,798    |       | ( 7,439

)
|Inventories                                                                                 |  |           | 757       |       | -         
|Due from directors                                                                          |  |           | (5,844)   |       | 11,744    
|Trade payable                                                                               |  |           | 2,114     |       | -         
|Other creditors and accrued charges                                                         |  |           | (48,001)  |       | (37,564)  
|Due to directors                                                                            |  |           | 11,268    |       | (7,142)   
|Due to a related company                                                                    |  |           | -         |       | 44,773    
|                                                                                            |  |           |           |       |           
|Net cash (used in) provided by operating activities                                         |  |           | (220,625) |       | 25,739    
|                                                                                            |  |           |           |       |           
|Cash flows from investing activities:                                                       |  |           |           |       |           
|Proceeds from disposal of property, plant and
equipment                                     |  |           | 5,986     |       | -         
|Acquisition of property, plant and equipment                                                |  |           | (4,968)   |       | (22,555)  
|                                                                                            |  |           |           |       |           
|Net cash provided by
(used in)
investing activities                                         |  |           | 1,018     |       | (22,555)  
|                                                                                            |  |           |           |       |           
|Net cash
flows from financing activities:                                                   |  |           |           |       |           
|Advance from the local government
(Note 6)                                                  |  |           | 60,386    |       | -         
|                                                                                            |  |           |           |       |           
|Net (decrease) increase in cash and cash equivalents                                        |  | (159,221) |           | 3,184
|                                                                                            |  |           |           |       |           
|Cash and cash equivalents at beginning of
year                                              |  |           | 159,531   |       | 310       
|                                                                                            |  |           |           |       |           
|Cash and cash equivalents at end of

year                                                   |  |           | 310       |       | 3,494     
|                                                                                            |  |           |           |       |           
|Non-cash financing activities                                                               |  |           |           |       |           
|Issuance of shares to employees (Notes 8a
 &
8 c

)                                         |  |           | 139,370   |       | 6,000     
|Cancellation of shares                                                                      |  |           | -         |       | (3,905)   
|Issuance of shares to an investor (Note 8 b

)                                              |  |           | 93,600    |       | -         
|                                                                                            |  |           |           |       |           
|                                                                                            |  |           | 232,970   |       | 2,095     





The financial statements should be read in conjunction with the accompanying notes.





Bluepoint Linux Software Corp.



Consolidated Statements of Stockholders' Equity







| |      | Common stock |  | Additional
paid-in
capital |  | Accumulated
losses |  | Total
| | ---- | ------------ |  | -------------------------- |  | ------------------ |  | -----
| | Note | Number       |  | US$                        |  | US$                |  | US$  



|Balance as of January

1, 200 1   | 20,100,000 |         | 20,100 |     | 243,086 |         | (661,268) |         | (398,082)
|--------------------------------- | ---------- | ------- | ------ | --- | ------- | ------- | --------- | ------- | ---------
|Issuance of shares to employees   | 8( a

)    | 170,000 |        | 170 |         | 139,200 |           | -       |          
|Issuance of shares to an investor | 8( b

)    | 120,000 |        | 120 |         | 93,480  |           | -       |          
|Net income                        |            | -       |        | -   |         | -       |           | 93,127  |          
|                                  |            |         |        |     |         |         |           |         |          
|Balance as of December 31, 2001   | 20,390,000 |         | 20,390 |     | 475,766 |         | (568,141) |         | (71,985) 
|                                  |            |         |        |     |         |         |           |         |          
|Issuance of shares to employees   | 8( c

)    | 100,000 |        | 100 |         | 5,900   |           | -       |          
|Cancellation of shares            |            | (5,000) |        | (5) |         | (3,900) |           | -       |          
|Net income                        |            | -       |        | -   |         | -       |           | 298,352 |          
|                                  |            |         |        |     |         |         |           |         |          
|Balance as of December 31, 2002   | 20,485,000 |         | 20,485 |     | 477,766 |         | (269,789) |         | 228,462  



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







1.

ORGANIZATION AND PRINCIPAL ACTIVITIES



Shenzhen Sinx Software Co., Ltd. (Sinx) was established in the Peoples Republic of China (the PRC) on September 3, 1999 as a wholly local investment owned enterprise with limited liability.

It commenced operations in October 1999 and is engaged in the provision of embedded Linux solutions and related service and support to PRC original equipment manufacturers of personal computers and the sale of Bluepoint Linux software packages to software retailers in the PRC.

Sinx has been granted a ten years operation period which can be extended with approvals from relevant PRC authorities.



On January 5, 2000, MAS Acquisition XI Corp. (the Company) cancelled 8,203,133 shares of its common stock held by its major stockholder.

On January 7, 2000, the Company effected a 15 for 1 forward split.

On January 17, 2000, 100% of the registered share capital of Sinx was acquired by the Company, in exchange for 15,500,000 shares of the Companys $0.001 par value common stock.

After issuing 15,500,000 shares of the common stock to the owners of Sinx, the Company has a total of 20,000,000 shares of common stock issued and outstanding.

For accounting purposes, the acquisition has been treated as the acquisition of the Company by Sinx with Sinx as the acquirer (reverse acquisition).

The historical financial statements prior to January 17, 2000 are those of Sinx.

All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of Sinx.

On May 10, 2000, Sinx changed its name to Bluepoint Software (Shenzhen) Co., Ltd. and has become a wholly foreign investment owned enterprise with limited liability as approved by the relevant PRC authorities.



The Company was initially incorporated in the State of Indiana on October 7, 1996.

On February 16, 2000, the Company changed its name to Bluepoint Linux Software Corp.





2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a)

Principles of consolidation

The consolidated financial statements include the financial information of the Company and its wholly-owned subsidiary (collectively referred to as the Group).

All material intercompany balances and transactions have been eliminated on consolidation.



b)

Statement of cash flows

For the purposes of the statement of cash flows, the Group considers all highly liquid debt instruments with an original maturity within three months to be cash equivalents.



a)

Trade

 r

eceivable s, allowance for uncollectible debts and bad debt expense

Accounts receivable are stated at the amount billed to customers. The Company provides an allowance for doubtful accounts, which is based upon a review of outstanding receivables, historical collection information, day-to-day knowledge of specific customers and existing economic conditions. Payment terms of trade receivables are based on negotiation with individual customers, but usually within 90 days after issuance of invoices. Delinquent receivables are written off based on individual credit evaluation and specific circumstatnces of the customer.
Changes in the allowances for uncollectible accounts are recorded as bad debt expense and included in general and administrative expense.

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



d

)

Property, plant and equipment and depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss.



The cost of an asset comprises its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use.

Expenditures incurred after the assets have been put into operation, such as repairs and maintenance and overhaul costs, are normally recognized as an expense in the period in which they are incurred.

In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the assets, the expenditure is capitalized.



When assets are sold or retired, their costs and accumulated depreciation are eliminated from the accounts and any gain or loss resulting from their disposal is included in the statement of operations.



Depreciation is provided to write off the cost of property, plant and equipment over their estimated useful lives from the date on which they become fully operational and after taking into account their estimated residual values, using the straight-line method at the following rates per annum:



|Leasehold improvement s |  | Over the lease term
|----------------------- |  | -------------------
|Computer equipment      |  | 20%                
|Office equipment        |  | 20%                



The Group recognizes an impairment loss on property, plant and equipment when evidence, such as the sum of expected discounted future cash flows, indicates that future operations will not produce sufficient revenue to cover the related future costs, including depreciation, and when the carrying amount of asset cannot be realized through sale. Measurement of the impairment loss is based on the fair value of the assets.



e

)

Revenue recognition

Revenue from software licensing, net of business tax, is recognized in accordance with terms stipulated in licensing agreement.



Revenue from provision of computer consultancy and engineering services, net of business tax, is recognized when services are rendered in stages as separate identifiable phases of a project are completed.



f

)

Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the leasing company are accounted for as operating leases.

Rentals payable under operating leases are recorded in the statement of operations on a straight-line basis over the lease term.

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



g

)

Income taxes

The Company and its subsidiary did not carry on any business and did not maintain any branch office in the United States of America.

No provision for withholding or U.S. federal income taxes or tax benefits on the undistributed earnings and/or losses of the Company and its subsidiary has been made.



Pursuant to the relevant laws and regulations in the PRC, the subsidiary, as a wholly foreign investment owned enterprise in the PRC, is entitled to an exemption from the PRC enterprise income tax for two years commencing from its first profit able

 year, after the previous losses being recovered, of operation s
 and thereafter will be entitled to 50% relief from the PRC enterprise income tax for the following three years. Since the previous losses have not been
completely recovered from the profit made in 2002

, it is within the tax exemption period and therefore no taxation for the PRC enterprise income tax is provided for the
year s
..



The Group provides for deferred income taxes using the liability method, by which deferred income taxes are recognized for all significant temporary differences between the tax and financial statement bases of assets and liabilities.

The tax consequences of those differences are classified as current or non-current based upon the classification of the related assets or liabilities in the financial statements.

No provision for deferred taxation has been made as there were

 no temporary difference s
 at the balance sheet date.



h

)

Foreign currency translation

The Company maintains its accounting books and records in US$ and the subsidiary maintains its accounting books and records in Renminbi (RMB).

Foreign currency transactions during the year are translated into US$ by the Company and RMB by the subsidiary at the approximate rates of exchange on the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at year end are re-translated at the approximate rates of exchange ruling at the balance sheet date.

Non-monetary assets and liabilities are translated at the rates of exchange prevailing at the time the asset or liability was acquired.

Exchange gains or losses are recorded in the statements of operations.



On consolidation, the financial statements of the subsidiary are translated into US$ using the closing rate method, whereby the balance sheet items are translated into US$ using the approximate exchange rates at the respective balance sheet dates.

The share capital and retained earnings are translated at exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the
years.



All exchange differences arising on the consolidation are recorded within equity.

During the
y
ear s
, exchange rates between US$ and RMB were fairly stable, there was no net effect to the stockholders (deficiency)/equity.

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



i

)

Earnings per share

Basic earnings per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding for the
years.



Diluted earnings per share is computed by dividing earnings available to common stockholders by the weighted average number of shares of common stock outstanding adjusted to reflect potentially dilutive securities.

There were no potentially dilutive securities outstanding during any of the
years and, accordingly, basic and diluted earnings per share are the same.



j

)

Uses of estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires the Groups management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes.

Actual amounts could differ from those estimates.



k

)

Contract costs

Contract costs relating to provision of computer consultancy and engineering services including direct labor costs and those indirect costs related to contract performance, are included in the statements of operations as incurred.









l

)

Recently issued accounting pronouncements

In August 2002, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

SFAS No. 144 replaces SFAS 121.

SFAS No. 144 requires that those long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or in discontinued operations.

SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2002 and is to be

 applied prospectively. At this time, the management believes that the adoption of this statement will not have a material effect on the Group's consolidated financial position, results of operations and cash flows.



In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123.

This Statement amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results.

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



l

)

Recently issued accounting pronouncements (Continued)

This Statement requires that companies having a year-end after December 15, 2002 follow the prescribed format and provide the additional disclosures in their annual reports.  

In other words, calendar year-end companies must comply when issuing their 2002 annual reports. Companies must also provide the disclosures in their quarterly reports containing condensed financial statements for interim periods beginning after December 15, 2002 (first quarter 2003 for calendar year-end companies).
The management believes that the adoption of this statement will not have a material effect on the Group's consolidated financial position, results of operations and cash flows.



3.

DEPOSITS, PREPAYMENTS AND OTHER DEBTORS



|              | As of December 31,
|------------- | ------------------
|              | 2001              
|              | US$               
|              |                   
|Prepayment    | -                 
|Other debtors | 115               
|              |                   
|              | 115               





4.

DUE FROM DIRECTORS / DUE TO DIRECTORS



The Group from time to time, received from or made
payments to directors.

The amounts due from and to directors are unsecured, interest-free and have no fixed repayment terms.





5.

PROPERTY, PLANT AND EQUIPMENT, NET



|                               | As of December 31,
|------------------------------ | ------------------
|                               | 2001              
|                               | US$               
|                               |                   
|Computer equipment             | 54,047            
|Other equipment                | 6,440             
|Leasehold improvement s        | 27,814            
|Less: Accumulated depreciation | (33,807)          
|                               |                   
|Net book value                 | 54,494            



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







6.

OTHER CREDITORS AND ACCRUED CHARGES



Included in other creditors and accrued charges as of December 31, 2001 was an advance from local government authority in the PRC amounting to US$60,386 for development of certain general embedded Linux software technologies
of the Group. The advance is unsecured, interest-free and repayable in one year from August 2001. If the Group completes the development with success, the local government will waive the repayment from the Group. The Group
consider s

 the development to be

 completed
success fully
 and therefore recognized the amount as a reduction to the cost of sales for the year.





7.

DUE TO A RELATED COMPANY



The amount due is unsecured, interest-free and has no fixed repayment terms.





8.

ISSUANCE OF SHARES







a

)

On February 27, 2001, March 14, 2002 and June 28, 2001, 15,000 shares, 5,000 shares and 150,000 shares of common stock, par value of US$0.001 each, respectively, were issued to employees for their past services rendered to the Group. The issued prices were based on the market value of US$0.531, US$0.781, and US$0.850 per share on those respective dates with aggregate of US$170 as share capital and US$139,200 as additional paid-in capital. These amounts were recognized as an expense in 2001.



b

)

In March 2001, the Company reached an agreement with an investor to settle the debt of US$600,100 by issuing 120,000 shares of restricted common stock, par value of US$0.001 per share, at US$5 per share on March 14, 2001 to the investor when the market price was US$0.780 per share. As a result of the issuance of the common stock, an extraordinary gain of US$506,500 was recognized in 2001 with US$120 as share capital and US$93,480 as additional paid-in capital.



c

)

On 16 May, 2002, 100,000 shares of common stock, par value of $0.001 per share, of the Company were issued to an employee for past services rendered.

The issued price was based on the market value of US$0.06 per share on that date, totaling US$6,000 with US$100 as share capital and US$5,900 as additional paid-in capital.

The amount was recognized as an expense in the year.

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







9.

SUPPLEMENTAL INFORMATION



The following items are included in the Consolidated Statements of Operations:



|                                                  |      |  |  | Year ended
December 31, 2001 |  | Year ended
December 31, 2002
|------------------------------------------------- | ---- |  |  | ---------------------------- |  | ----------------------------
|                                                  | Note |  |  | US$                          |  | US$                         
|                                                  |      |  |  |                              |  |                             
|Interest income                                   | a    |  |  | 441                          |  | 36                          
|PRC Business Tax                                  | b    |  |  | 4,437                        |  | 30,850                      
|Advertising and
marketing expenses                | c    |  |  | -                            |  | 528                         
|Bad debts written off                             | d    |  |  | 24,348                       |  | -                           
|Loss on disposal of
property, plant and
equipment | d    |  |  | 20,390                       |  | -                           
|Rental expenses under
operating leases            | d    |  |  | 88,033                       |  | -                           



a)

Interest income is included in Other income.



b)

PRC Business T

ax is included as a reduction of

sales.



c)

Advertising and marketing expenses are included in Selling expenses.



d)

Bad debts written off, loss on disposal of property, plant and equipment and rental expenses under operating leases are included in General and administrative expenses.





10.

RELATED PARTY TRANSACTIONS



During the year ended December 31, 2002, the Group provided software application solutions to a related company of which the major shareholders of the Company are also shareholders amounting to US$291,054, net of PRC Business tax





11.

STOCK BASED COMPENSATIO

N PLAN



On November 30, 2001, the stockholders of the Company approved a plan of stock-based compensation incentives for employees of the Company.

The plan is known as Bluepoint Linux Software Corp. Employee Benefit Plan (the Plan).

The Company shall designate 400,000 shares of common stock for awards pursuant to this Plan.

There is no guarantee that all 400,000 shares will be issued. As of December 31, 2002, 365,000 shares in respect of this stock-based compensation incentives have been issued.



There will be no sale of stock to employees under the Plan.

The Board of Directors determines the awards to be made from time to time to the employees.

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







12.

OPERATING RISKS



(a)

Concentration of credit risk

The Group provides and designs embedded Linux solutions and other software application solutions. Concentration of accounts receivable as of December 31, 2001 and December 31, 2002 are as follows:



|           |  |  | As of            
|---------- |  |  | -----------------
|           |  |  | December 31, 2001
|           |  |  | %                
|           |  |  |                  
|Customer A |  |  | 85               
|Customer B |  |  | 14               
|Customer C |  |  | -                
|           |  |  |                  
|           |  |  | 99               



Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed completely to perform as contracted.

Concentration of credit risk (whether on or off balance sheet) arose from the Groups major customers and related companies but the directors, in their opinion, consider that the risk of recoverability of the unreserved receivable is minimal.



(b)

Concentration of suppliers

None of the purchases from suppliers accounted for more than 5% of the Groups purchases for the
years.









ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
 FINANCIAL DISCLOSURE



There have been no disagreements with the Company's independent
 accountants over any item involving the Company's financial statements. MAS
 Acquisition XI Corp. 's independent accountant during 1999 and up to June 20,
 2000 was Tubbs & Bartnick, P.A., 2300 Glades Rd., Ste. 415, Boca Raton, Florida
 33413. Subsequent to that time, the Company has selected a new independent
 accountant, On that date, the Company changed accountants from Tubbs & Bartnick,
 P.A to BDO International, 111 Connaught Road Central, 29th Floor, Wing On
 Centre, Hong Kong; (852)254-5041. The details of that selection change are
 described in the Company's Form 8-K filed on June 23, 2000. On March 12,
 2002 the company changed its accountants from BDO International Certified Public
 Accountants to Moores Rowland, 34/F, The Lee Gardens, 33 Hysan Avenue, Hong
 Kong; (852) 2909 563. . The details of that change are described in the
 Company's Form 8-K filed on March 29, 2002.





PART III





ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
 COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT



|Name           | Age | Position(s) and Office(s)             
|-------------- | --- | --------------------------------------
|X

in Liu      | 34  | Directors                             
|Yu Deng        | 28  | President, Director                   
|Frank K. Shing | 28  | Director                              
|Jun Liu        | 32  | Director                              
|Shengmiao Liao | 31  | Secretary, Vice President,& Dir

ector



MR. XIN LIU, AGE 34, Director



Mr. Liu obtained Bachelor of Science degree in physics from ChengDu Technology
 University in 1990. From 1990 to 1992, he was employed as a secretary of
 director by GuiLin Holiday Hotel. In 1992, he founded Launch Tech Co., Ltd. From
 1992 to present, he has served as the Chairman of the Board of Launch Tech Co.,
 Ltd. Launch is a leading manufacturer of vehicle diagnose, repair and
 maintenance equipment in China.



Yu Deng,
President



July, 1999--Present; Founder, Bluepoint Linux Software Corp.



Feb.1999-July, 1999 - WEB project director, Shenzhen Shengrun Network System
 Ltd., Guangdong Province. In charge of organizing and developing the stock
 trading site,
www.stock2000.com.cn .
  In two weeks from the time the project is
 completed, the
site's national ranking raised from number 15 to number 3.



July, 1997-Feb.1999 - System Engineer, Technical Director, ShenZhen Longmai

Information Ltd., Guangdong Province.

1. Pre/Post-sales technical support;

2. System integration project designing and development;

3. In charge of technical support department daily operation.

- # -









Apr. 1996-May 1997 - Research and Development Engineer, Assistant Director of
 Technology Department, Hangzhou Xun Ye Goldennet Ltd., Zhejiang Province.

1.

Design and develop web project; Coordinate and monitor information
 publishing.

Large Project Development Experience: Shenzhen City Animal and Plant
 Health Inspection Bureau

Internet Information System;

2.

Shenzhen City Technology Monitoring Bureau Internet Information System;

Shenzhen Qunan Securities Stock Research site;

Guangdong Dayawang Nuclear Power Plant System Integration Project;

Guangdong Meizhou Data Bureau, Shaoguan Data Bureau Internet Project;

Security Exchange 2000, a large web site project.

Honor & Recognition:

In 1999, received Sun Microsystems Inc. system engineer certification



MR. JUN LIU, AGE 32, DIRECTOR



Mr. Jun Liu obtained Bachelor of Science degree in electronics from Ts
ingh
ua
 University in 1992. From 1992 to 1993, he was employed by ShenZhen Shangda Tech
 & Electron Co., Ltd. From 1993 to present, he has been the co-founder, director
 and general manager of Launch Tech Co., Ltd.



MR. FRANK KWAI SHING, AGE 28,
Director



Mr. Frank Kwai Shing obtained a bachelor degree in economics and philosophy from
 Clark University in the United States. He has acquired more than four years
 experience in corporate finance with a regional investment banking corporation
 in Hong Kong, where he is specialized in the fields of initial public offerings,
 private equity placement and mergers and acquisitions, and is responsible for
 assisting state and privately owned corporations in the PRC to raise capitals in
 the international capital market. He obtained a bachelor degree in economics and
 philosophy from Clark University in the United States.



Shengmiao Liao, Vice President, Chief Technical Officer



May, 1999 -- Present; Bluepoint Linux Software Corp.

Jan. 1999--May,1999 - Ertian Information Technology, Ltd. Shenzhen, Guangdong

Province. In charge of Network Integration.



May, 1998--Dec.1998 - Shenzhen Yuanwang Software Corp. In charge of
 POS sy8stem development.



Apr.1997--Apr. 1998 - Software Engineer, Shenzhen Tianhong Market. In charge of
 POS system development.



Mar. 1997--Apr. 1997 - System engineer, Shenzhen Wangyong Information Network.

In charge of system maintenance.



Nov.1993--Feb.1997 System Engineer, Shenzhen Yuanwangcheng Multimedia Corp. In
 charge of network system integration; researching UNIX/Network application
 technology; SUN Solaris/SCO UNIX/Sybase technical support; SCO UNIX based
 application development; MIS/POS system analysis and development.



May,  1993--July,1993 - System engineer,  Guangzhou Yuantong Science and
 Technology Engineering Corp. In charge of ATM software development.



July, 1992--Jan. 1993 - System engineer, Fujiang Kefa Corp. In charge of PBX
 software development.

Ling Li, Senior Technical Director
 May, 1999--Present; Founder, Bluepoint Linux Software Corp.

- # -









July, 1998--May,1999 - Independent consultant.



Apr.1997--July, 1998 - Manager, System Integration Division, Haikou Modern
 Office Equipment Corp. In charge of designing and  implementing  system
 integration projects; Set up and maintain company Intranet.



Dec. 1996--Apr.1997 - Associate Director, Computer system development division,
 Haikou Brokerage Office, Southern Securities.
 Maintain stock trading network; Develop trading system.



Sep.1996--Dec.1996 - System Engineer, Hainan Guoxing Technology Corp.
 Internet site development; Direct technical support group.



July, 1995--Oct.1996 - Computer Science Instructor, Huanan Tropical Agriculture
 College.Large Project Development Experience: Southern Securities (Haikou)
 Stock Trading System; Hainan Province Public Security Bureau Intranet;
 Hainan Province Commerce Department Network System; Hainan Province Social
 Security Bureau Information System.



Compliance With Section 16(a)of the Exchange Act



Based solely upon a review of Forms 3, 4 and 5 furnished to the
 Company, the Company is not aware of any person who, at any time during the
 fiscal year ended December 31, 2001, was a director, officer, or beneficial
 owner of more than ten percent of the Common Stock of the Company, and who
 failed to file on a timely basis reports required by Section 16(a) of the
 Securities Exchange Act of 1934 during such fiscal year.





ITEM 10. EXECUTIVE COMPENSATION



The following table summarizes certain information concerning executive
 compensation paid to or accrued to the Company's chief executive officer during
 the Company's last fiscal year. None of the Company's Executive Officers earned
 more than $100,000 during the years ended December 31, 2002. Yu Deng,and

Shengmiao Liao are also employees of the company. They earn regular
 salary as employees but do not receive additional compensation for their
 responsibilities as directors.





SUMMARY COMPENSATION TABLE





SUMMARY COMPENSATION TABLE



|                            |      | Annual       | Compensation | Awards | Long term compensation
|--------------------------- | ---- | ------------ | ------------ | ------ | ----------------------
|Name and principal position | Year | Salary ($)   | Bonus ($)    | Other  | Restricted            
|                            |      | Annual comp. | Stock awards | SARs   |                       
|Yu Deng, President          | 2002 | 36,275       | 0            | 0      | 0                     



- # -









ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth certain information concerning the stock
 ownership as of February 28, 2003, with respect to: (i) each person who is
 known to the Company to beneficially own more than 5% of the Company's Common
 Stock; (ii) all directors; and (iii) directors and executive officers as a
 group (the notes below are necessary for a complete understanding of the
 figures). The Company calculated the owners of 5% of the Common Stock using the
 20,485,000 shares of Common Stock issued on February 28, 2003.



|Name and Address
 of Beneficial Owner
 and Management                                    | Title of Class and Amount of Beneficial Ownership | Percentage
 of Class
|---------------------------------------------------------------------------------------- | ------------------------------------------------- | --------------------
|                                                                                         |                                                   |                     
|Yu Deng
6-704,#2 HuaFa Bei Road,
 Shenzhen, China                                        | 2,400,000 shares                                  | 11.7%               
|                                                                                         |                                                   |                     
|Shengmiao Liao
602, B Building, HuiYaYuanar
, Shenzhen, China                            | 1,200,000 shares                                  | 5.9%                
|                                                                                         |                                                   |                     
|Xin Liu(4)
8F., Xinyang Building
, Bagua 4th Road
Futian District
, Shenzhen, P.R. China | 6,000,000 shares                                  | 29.3%               
|                                                                                         |                                                   |                     
|Jun Liu(4)
8F., Xinyang Building
, Bagua 4th Road
Futian District
, Shenzhen, P.R. China | 5,400,000 shares                                  | 26.4%               
|                                                                                         |                                                   |                     
|Frank Kwai Shing(4)
30/F., Two Pacific Place,
 88 Queensway,
 Hong Kong                  | 0 shares                                          | 0.0%                
|                                                                                         |                                                   |                     
|All Directors and
 Officers as a Group                                                   | 15,000,000                                        | 73.3%               





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



None.





ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



None.



- # -









SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
 caused this report to be signed on its behalf by the undersigned, thereunto duly
 authorized, this 25th day of March, 2002.



Bluepoint Linux Software Corp.



|By:/s/ Xin Liu                                      
|----------------------------------------------------
|Xin Liu, Director                                   
|                                                    
|By:/s/ Yu Deng                                      
|Yu Deng, President & Director                       
|                                                    
|By:/s/ Frank Shing                                  
|Frank Shing, Director                               
|                                                    
|By:/s/ Jun Liu                                      
|Jun Liu, Director                                   
|                                                    
|By:/s/ Shengmiao Liao                               
|Shengmiao Liao, Secretary, Vice-President & Director





- # -





CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Xin Liu, Chief Executive Officer of Bluepoint Linux Software Corp., certify that:



1. I have reviewed this annual report on Form 10-KSB of Bluepoint Linux Software Corp.;



2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;





b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):





a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



May 12, 2003



/s/ Xin Liu

-----------------------------------------------------------------

Xin Liu, Chief Executive Officer







I, Frank Shing, Chief Financial Officer of Bluepoint Linux Software Corp., certify that:



1. I have reviewed this annual report on Form 10-KSB of Bluepoint Linux Software Corp.;



2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;



3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;



4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:





a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;





b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;



5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):





a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses internal controls; and



b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and



6. The registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



May 12, 2003



/s/ Frank Shing

-----------------------------------------------------------------

Frank Shing, Chief Financial Officer