UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A
                                 CURRENT REPORT

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

                          Date of Report March 31, 2000

                         Bluepoint Linux Software Corp.
                         ------------------------------
               (Exact name of Registrant as specified in charter)

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

         A301, East-2, SEG Science & Industry Park, Huaqiang Road North,
                       Shenzhen, Guangdong Province, China
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: 011867553763731

                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 June 30, 2000, was approximately $12,654,000.

         The number of shares  held by  non-affiliates  of  Registrant's  Common
Stock outstanding on June 30, 2000, was 4,500,000.

         The  Registrant's  total  revenues for the period ended March 31, 2000,
were $62,613.

                                              Total of Sequentially
                                              Numbered pages
                                              Exhibit Index on Page: 7
<PAGE>

                                TABLE OF CONTENTS


                                   PAGE:PART I

ITEM 1.      DESCRIPTION OF BUSINESS..........................................1

ITEM 2.      DESCRIPTION OF PROPERTY..........................................1

ITEM 3.      LEGAL PROCEEDINGS................................................2

ITEM 4.      SUBMISSION OF MATTERS
             TO A VOTE OF SECURITY HOLDERS....................................2

                                     PART II

ITEM 5.      MARKET FOR COMMON EQUITY AND RELATED
             STOCKHOLDER  MATTERS.............................................2

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS
             OR PLAN OF OPERATION.............................................3

ITEM 7.      FINANCIAL STATEMENTS.............................................4

ITEM 8.      CHANGES IN AND DISAGREEMENTS WITH
             ACCOUNTANTS......................................................5

                                    PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
             AND CONTROL PERSONS;  COMPLIANCE WITH
             SECTION 16(a) OF THE EXCHANGE ACT................................5

ITEM 10. EXECUTIVE COMPENSATION...............................................7

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
             OWNERS AND MANAGEMENT............................................7

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED
         TRANSACTIONS.........................................................7

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................7

SIGNATURES....................................................................8



<PAGE>

                                     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  Bluepoint  is  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.  Although the history of the
Bluepoint is very short, it has already gained market acceptance.  Bluepoint has
access  to a large  percentage  of the  Linux  bundling  market  in China and is
pre-installed in computers by several major computer makers in China,  including
Great Wall,  TCL, and Xiahua Sanbao.  The company is also  providing  customized
development and training services for these computer makers.

         On January 7, 2000,  Bluepoint  entered  into a Plan of  Agreement  and
Reorganization  (the  "Agreement")with  MAS  Acquisition  XI Corp.  ("MAS"),  an
Indiana corporation, whereby Bluepoint became a wholly owned subsidiary of MAS.

         On February 17, 2000, a name change was  effectuated  with the State of
Indiana from MAS  Acquisition  XI Corp. to Bluepoint  Linux Software  Corp.,  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: A301 East-2,  SEG Science & Industry  Park,
Huaqiang Road North, Shenzhen, People's Republic of China.

         In March,  2000,  the  Company  signed  marketing  agreements  with the
following five companies:

                  1.) Beijing Federal  Software  Co.,  Ltd.,  addressed  at  9F,
                      -------------------------------------
                      Yifang Bldg, 13 Haidian Nan Rd, Beijing, China;
                  2.) Beijing Sailesi  Science & Trade Co., Ltd.,  addressed  at
                      ------------------------------------------
                      18/D, Zhichun Lane, Haidian District, Beijing, China;
                  3.) Beijing  Bainianshuren  Software  Technology  Co.,   Ltd.,
                      ----------------------------------------------------------
                      addressed at 2 Dani Bay,Huang  Village, Haidian  District,
                      Beijing, China;
                  4.) Nanjing Sushifang Computer Science Co., Ltd., addressed at
                      --------------------------------------------
                      Room 201, 6217Luyuan, Chanan,  Jianye  District,  Nanjing,
                      China; and,
                  5.) Beijing Liren Science Development Co.,Ltd., addressed at
                      ------------------------------------------
                      1/D,Bayi Middleshool,
                      29 Suzhou Road, Haidian District, Beijing, China.

According  to the terms of the  agreements,  these five  companies  will  market
Bluepoint Linux 1.0 CDs which will be supplied to them by the Company at 40%-50%
discount to the retail price.

         In March 2000,  the  Company  also signed an  agreement  with  Shenzhen
Debele Eletronic  Development Co., Ltd.  ("Debele"),addressed  at m421,W-2,  SEG
Science & Industry  Park,  Huaqiang  Road  North,  Shenzhen,  China,  to jointly
develop an Embedded  Linux based  Intelligent  Housing  System.  The two parties
intend to form a joint venture and Bluepoint  will own 65% in the joint venture.
Debele had already  secured the first  contract from Shenzhen  Yihui Real Estate
Development Corp. to use the Intelligent Housing System in 6,000 house/apartment
units. The first subdivision that will install the Intelligent Housing System is
Yihui Garden, a subdivision with 2,000 house/apartment units. The system will be
priced at around $300US per unit.

Business of Issuer


         Bluepoint Linx operating system is similar to "Red Hat" Linux operating
system,  except that it is a Chinese  version.  The 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
Bluepoint  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.




                                       1
<PAGE>




         The Company is  continuing to develop  upgrades of the Bluepoint  Linux
Operating  System and has recently  completed the  development  of the Bluepoint
version  2.0.  It  will  continue  to  expand  its  market  share  in the  Linux
pre-installation  (bundling) market.  The company is also aggressively  pursuing
the Linux solution market.  The company  currently  provides 17 Linux solutions.
The solutions are usually sold in different combinations of several solutions at
a  time,  at a price  of  $20,000  to  $30,000.  The  company  is also  actively
developing  embedded  linux  systems.   The  company  is  currently   developing
Intelligent  Housing  System and  embedded  system for  Set-top  Box,  WebTV and
Thin-Client.


         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.

         The Company 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, Bluepoint intends to
expand its market in the near future.

         As of June 30, 2000, the Company has 32 full time employees.

ITEM 2.  DESCRIPTION OF PROPERTY

         The company currently leases office spaces located at: A301 East-2, SEG
Science & Industry Park, Huaqiang Road North, Shenzhen,  China and at 2nd Floor,
East Building,  New Century Hotel Building,  Shoudutiyuguan  South Road, Haidian
District,  Beijing,  China.  These two leases will expire on August  24,2000 and
February 28,2001 respectively.

ITEM 3.  LEGAL PROCEEDINGS ITEM

The Company is presently not involved in any legal proceedings.

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

         During  the  fourth  quarter  of the 2000  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 prices of the Common  Stock on the
OTC  Bulletin  Board  for  fourth   quarter  during  fiscal  year  2000.   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.  Note that the Company was not publicly traded prior to the Fourth
quarter.


       Quarter                          HIGH                    LOW
       -------                          ----                    ---
       Fourth                           $18.50                 $9.00


Shareholders

         There were approximately 159 record holders of Common Stock as of March
31, 2000,  holding a total of 20,000,000  outstanding  shares of Common Stock of
which 4,073,750 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.



                                       2
<PAGE>



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


         On January 7, 2000,  Bluepoint  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  Bluepoint,  Bluepoint  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  17, 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  17,  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: A301 East-2, SEG Science
& Industry Park, Huaqiang Road North, Shenzhen, People's Republic of 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.

Events That Took Place Subsequent to Fiscal Year Ending March 31, 2000


         In April,  2000,  the Company  entered into an  agreement  with Beijing
Qunwei Science Co.,Ltd.,  Rm 4511, Friendship Hotel, 3 Baishi Bridge Rd, Haidian
District,  Beijing, China. According to the terms of the agreement,  Qunwei will
purchase the  following  software  products  through the Company:  Inoculate IT,
NetworkIT pro, ARServer IT, ControlIT,  and the Company will provide free online
support and training to Qunwei.


         In April,  2000,  the Company  signed an agreement  with Beijing Guoyan
Information Science Co.,Ltd., 6F Huashi Buiding, No.16, 2nd Banking Street, West
District,  Beijing,  China. Pursuant to the terms of the agreement,  Guoyan will
purchase  Bluepoint Linux operating system from the Company and the Company will
help Guoyan  configure and optimize  Guoyan's Linux servers to meet its need and
provide consultant service and technical support to Guoyan.


         In April,  2000,  the Company  signed a contract with Shenzhen  Shenrun
Network System Co., Ltd., 20A-B-C Shenzhen  Development  Building,  Shennan Road
East,  Shenzhen,  China.  Pursuant to the contract,  the company will provide an
Internet  access  link  such as  "bookmark",  "my  favorites",  "personal  bar",
pointing to Shenrun's web site in the browser  provided in Bluepoint  Linux. The
price for the link is $73,000.

         In April,  2000,  the Company  signed a agreement  with Beijing  Agesun
Commercial Co. Ltd., 5 Building,  No. 4 Block,  Anzhenxili,  Chaoyang  District,
Beijing,  China.  Pursuant  to the  agreement,  both  sides  will  cooperate  in
developing Linux training, and attempt to increase its popularity in the PRC. In
April,  2000,  the  Company  contracted  with China  United  Online  Information
Development  Co., Ltd.,  18th Floor,  Huarun  Building,  No.8  Jianguomen  North
Street,  Beijing,  China. In accordance  with the terms of the agreement,  China
United Online will purchase  search engine system and  free-email  server system
from  Bluepoint,  and Bluepoint  will provide China United Online with technical
support and technical training.

         In May, 2000, the Company  signed a software  licensing  agreement with
HancomLinux,  Inc.,  9F,Daehwa  Bldg,  #169,  Samsung-dong,  Kangnam-ku,  Seoul,
135-090,  Korea.  According to the agreement,  the Company will purchase 'Wonjie
(Chinese  Word  Processor)  product  from  Hancomlinux.Inc.  and  bundle it with
Bluepoint Linux operating system product(s).


         In May,  2000,  the Company  signed  MPEGTV  licensing  agreement  with
MPEGTV, LCC, 25 Baker Street, Suite #4, San Francisco,  CA 94117, USA. According
to the  agreement,  the Company  will  purchase the license of  MTV-1.1.1.2  RPM
package from MPEGTV, LCC.

         In May, 2000, the Company signed a strategic cooperation agreement with
Downing  Information  Industry Corp. Ltd. (Beijing Shuguang Tian Yan Information
Industry Corp.  Ltd.).  According to the agreement,  Bluepoint  Linux OS will be
pre-installed in Downing server products.


                                       3
<PAGE>


         In June,  2000,  the Company signed an agreement with Intel China Ltd.,
4th Floor, Building 18, 485 Gui Ping Road, Caohejing,  Shanghai, China. Pursuant
to the agreement, both parties will cooperate in setting up Linux support center
and POC program in China.  Both  parties have  acknowledged  and agreed that the
objectives of the program is to accelerate the development and delivery of Intel
Architecture  based  solution in China through  establishing  customer  oriented
Linux technical support center and POC centers within  Bluepoint's  organization
and open to potential  customers in China,  such as systems  integrators,  EBSP,
OEM, e-providers, consulting companies and end-users.

         Finally,  in June,  2000, the Company renewed its agreement with Xiamen
Xoceco  Trigem  Computer  Co. Ltd.,  5th Floor,  C Building,  XIAHUA  Electronic
Industry City, Xiamen Huoju Hi-tech park, Xiamen, China. The agreement calls for
TRIGEM to pre-install Bluepoint Linux's operating system into its XiaHuaShangBao
brand PC products.

Results of Operations

For the period from inception (September 3, 1999) to March 31, 2000:

         As a result of the aforementioned acquisition of Shenzhen Sinx Software
Co., Ltd., the Company's Total Liabilities and Stockholders'  Equity as of March
31,  2000 was  $725,161  as set  forth on page F-4 of the  attached  Financials.
According to the "Consolidated Statement of Operations" set forth on Page F-5 of
the attached financial statements, the Net Sales from the inception to March 31,
2000 was  $62,613.  During the same period,  the Cost of Sales was $18,075;  the
Gross Margin was 71%; the Administrative  Cost was $42,684 and the Net Operating
Loss of the Company amounted to $8,296.

         An earnings  per share was $0  calculated  on the basis of the weighted
average number of 20,000,000 shares in issue during 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.

         During the year 2000,  the  Company  plans to  continue  to develop and
improve  Bluepoint Linux Operating system and Linux solutions.  The Company will
continue to expend its market share in both Linux  operating  system  market and
Linux solution  market.  The Company plans to establish  strategic  relationship
with at least one world leading Linux server  provider and market its servers in
Chinese  market.  The servers will be installed with Bluepoint  Linux  Operating
System and selected Linux  solutions  provided by the Company.  The Company will
also provide technical support for the servers.  The Company will  significantly
increase  its  efforts  in the  development  and  marketing  of  embedded  Linux
operating system and embedded applications.

Capital Resources and Liquidity

         The Company  completed the reverse  acquisition  of Sinx 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 Sinx, the Company
has a total of 20,000,000 shares of common stock issued and outstanding.

         In March 2000,  $600,100 was received from a potential  investor.  This
amount is unsecured, interest free and has no fixed terms of repayment.

         The net increase in cash and cash  equivalent  as set forth on Page F-7
of the attached financials was $640,908.


         Additional capital needs will be met either through additional sales of
the Company's stock or through revenues generated from the Company's operations.
It is possible  that the  Company  will be unable to sell such stock and that it
may not receive such funds. The Company's  current cash on hand is sufficient to
meet the Company's capital needs for the next 12 months.


ITEM 7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See the audited financial  statements attached hereto and numbered F-1
through F-10.

                                       4
<PAGE>




                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                        Consolidated Financial Statements
                 For the period from inception to March 31, 2000


<PAGE>




                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                   Index To Consolidated Financial Statements

                                                                    Pages
                                                                    -----

Report of Independent Auditors                                       F-1

Consolidated Balance Sheet                                           F-2

Consolidated Statement of Operations                                 F-3

Consolidated Statement of Stockholders' Equity                       F-4

Consolidated Statement of Cash Flows                                 F-5

Notes to Consolidated Financial Statements                        F-6 to F-10



<PAGE>




                         Report of Independent Auditors

To the Board of Directors of
Bluepoint Linux Software Corp.
(Formerly known as MAS Acquisition XI Corp.)

We have audited the accompanying  consolidated  balance sheet of Bluepoint Linux
Software Corp. as of March 31, 2000, and the related consolidated  statements of
operations, stockholders' equity and cash flows for the period from September 3,
1999  (date of  inception)  to March  31,  2000.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

We conducted our audit in accordance with generally  accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain reasonable  assurance about whether the consolidated
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  consolidated  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
audit provides a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Bluepoint  Linux  Software  Corp.  as of March 31,  2000 and the  results of its
consolidated  operations  and cash flows for the period from  September  3, 1999
(date of inception) to March 31, 2000, in  conformity  with  generally  accepted
accounting principles in the United States of America.

By:/s/ BDO International
------------------------
       BDO International

Hong Kong,
May 8, 2000

                                      F-1

<PAGE>





                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                           Consolidated Balance Sheet

(Expressed in US Dollars)

                                                      March 31,
                                                        2000
                                                      ---------
ASSETS

Current assets
  Cash and cash equivalents                           $ 640,908
  Accounts receivable                                    24,338
  Other receivables, deposits and prepayments            16,640
  Amounts due from directors (Note 3)                     4,420
  Inventories (Note 4)                                    8,110
                                                      ---------
  Total current assets                                  694,416

Office equipment, net (Note 5)                           30,745
                                                      ---------
Total assets                                          $ 725,161
                                                      =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                    $   3,937
  Other payables and accrued expenses (Note 6)          704,774
  Other taxes payable (Note 7)                              560
                                                      ---------
  Total current liabilities                             709,271
                                                      ---------
Commitments and contingencies (Note 8)

Shareholders' equity
Preferred stock, par value $0.001 per share;
  20,000,000 shares authorized;
  none issued or outstanding
Common stock, par value $0.001 per share;
  80,000,000 shares authorized;
  20,000,000 shares issued and outstanding               20,000
Additional paid-in capital                                4,186
Accumulated losses                                       (8,296)
                                                      ---------
                                                         15,890
                                                      ---------
Total liabilities and stockholders' equity            $ 725,161
                                                      =========





          See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>


                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                      Consolidated Statement of Operations

(Expressed in US Dollars)

                                                       From
                                                   inception to
                                                     March 31,
                                                       2000
                                                   ------------
Net sales                                          $     62,613

Cost of sales                                           (18,075)
                                                   ------------
Gross profit                                             44,538

Selling expenses                                        (10,309)

General and administrative expenses                     (42,684)
                                                   ------------
Operating loss                                           (8,455)

Interest income                                             159
                                                   ------------
Loss before income tax                                   (8,296)

Provision for income tax (Note 9)                          --
                                                   ------------
Net loss                                           $     (8,296)
                                                   ============
Loss per share - basic and diluted                 $       --
                                                   ============
Weighted average common shares outstanding
  - basic and diluted                                20,000,000
                                                   ============



          See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>


                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                 Consolidated Statement of Stockholders' Equity

(Expressed in US Dollars)
<TABLE>
<CAPTION>



                                          Common Stock            Additional                      Total
                                        Number                      Paid-in      Accumulated   Stockholders'
                                      of Shares      Amount         Capital        Losses         Equity
                                    -----------    -----------    -----------    -----------    -----------
<S>                                  <C>           <C>            <C>            <C>            <C>
Balance, September 3, 1999                 --      $      --      $      --      $      --      $      --

Contribution of capital (Note 10)          --             --           24,155           --           24,155

Issuance of shares for Sinx
  transaction                        15,500,000         15,500        (15,500)          --             --

Issuance of shares in connection
  with reverse merger                 4,750,005          4,750         (4,719)          --               31

Cancellation of shares                 (250,005)          (250)           250           --             --

Net loss                                   --             --             --           (8,296)        (8,296)
                                    -----------    -----------    -----------    -----------    -----------
Balance, March 31, 2000              20,000,000    $    20,000    $     4,186    $    (8,296)   $    15,890
                                    ===========    ===========    ===========    ===========    ===========
</TABLE>




          See accompanying notes to consolidated financial statements.

                                      F-4

<PAGE>


                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                      Consolidated Statement of Cash Flows

                      Increase in Cash and Cash Equivalents

(Expressed in US Dollars)

                                                              From
                                                          inception to
                                                           March 31,
                                                              2000
                                                           ---------
Cash flows from operating activities
  Net loss                                                 $  (8,296)
   Adjustments to reconcile net income
    to net cash provided by operating activities
  Depreciation of office equipment                               628
  Write-off of organizational costs                               31
  Changes in:
  Accounts receivable                                        (24,338)
  Other receivables, deposits and prepayments                (16,640)
  Amount due from directors                                   (4,420)
  Inventories                                                 (8,110)
  Accounts payable                                             3,937
  Other payables and accrued expenses                        104,674
  Other taxes payable                                            560
                                                           ---------
Net cash provided by operating activities                     48,026
                                                           ---------

Cash flows from investing activities
  Acquisition of equipment                                   (31,373)
                                                           ---------
Net cash used in investing activities                        (31,373)
                                                           ---------
Cash flows from financing activities
  Cash received from a potential investor                    600,100
  Contribution of capital in connection with
    reverse acquisition                                       24,155
                                                           ---------
Net cash provided by financing activities                    624,255
                                                           ---------
Net increase in cash and cash equivalents
  and at end of period                                     $ 640,908
                                                           =========

          See accompanying notes to consolidated financial statements.

                                      F-5

<PAGE>


                         Bluepoint Linux Software Corp.

                  (Formerly known as MAS Acquisition XI Corp.)

                   Notes To Consolidated Financial Statements

(Expressed in US Dollars)


Note 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Shenzhen  Sinx  Software  Co.,  Ltd.  ("Sinx") was  established  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.  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  shareholder.  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 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.

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.

NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The consolidated  financial statements are prepared in accordance with generally
accepted  accounting  principles in the United States of America and present the
financial  statements of the Company and its wholly owned subsidiary,  Sinx. All
material intercompany transactions have been eliminated.

Foreign Currency Translation and Transactions

The  functional  currency  of the Company is US$ and the  financial  records are
maintained and the financial statements prepared in US$. The functional currency
of Sinx is  Renminbi  (RMB) and the  financial  records are  maintained  and the
financial statements are prepared in RMB.

Foreign  currency  transactions  during the year are translated  into US$ at the
exchange  rates ruling at the  transaction  dates.  Gain and loss resulting from
foreign  currency  transactions  are included in the  statement  of  operations.
Assets and  liabilities  denominated in foreign  currencies at the balance sheet
date  are  translated  into  US$  at  year  end  exchange  rates.  When  assets,
liabilities and equity  denominated in RMB are translated into US$,  translation
adjustments are included as a component of stockholders' equity.

Exchange  rates  between  US$ and RMB  were  fairly  stable  during  the  period
presented.  The rate  ruling as of March 31, 2000 is US$1:  RMB8.28.  Due to the
stability  of  the  exchange  rates,  there  were  no  net  adjustments  in  the
stockholders' equity.

                                      F-6

<PAGE>



NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued

Revenue Recognition

Revenue from software  sales is recognised  when all shipment  obligations  have
been met,  fees are fixed and  determinable,  collection  of sales  proceeds  is
deemed probable, and persuasive evidence of an agreement exists.

Revenue  from  software   licensing  is  recognised  in  accordance  with  terms
stipulated in licensing agreements.

Inventories

Inventory is accounted  for on the first in first out basis and is stated at the
lower of cost or market.  Market value is  determined  by reference to the sales
proceeds  of items sold in the  ordinary  course of  business  after the balance
sheet date or to management estimates based on prevailing market conditions.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with an original
maturity of three months or less.

Equipment and Depreciation

Equipment is stated at cost.  Depreciation  is computed using the  straight-line
method to allocate  the cost of  depreciable  assets over the  estimated  useful
lives of the assets as follows:

                                                        Estimated
                                                       useful life
                                                       (in years)
                                                      --------------
Computer equipment                                          5
Office equipment                                            5

Maintenance, repairs and minor renewals are charged directly to the statement of
operations  as incurred.  Additions and  betterments  to plant and equipment are
capitalized.  When  assets are  disposed  of, the related  cost and  accumulated
depreciation  thereon are removed from the accounts  and any  resulting  gain or
loss is included in the statement of operations.

Long-lived Assets

The Company  periodically  reviews their long-lived  assets for impairment based
upon the estimated  undiscounted  future cash flows  expected to result from the
use of the  asset and its  eventual  disposition.  When  events  or  changes  in
circumstances  indicate  that  the  carrying  amount  of an  asset  may  not  be
recoverable, the asset is written down to its net realizable value.

                                      F-7

<PAGE>



NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued

Income Taxes

The Company  accounts for income taxes in accordance with Statement of Financial
Accounting  Standards  ("SFAS")  No.  109.  Under  SFAS No.  109,  deferred  tax
liabilities  or assets at the end of each  period are  determined  using the tax
rate  expected  to be in effect  when  taxes  are  actually  paid or  recovered.
Valuation  allowances  are  established  when  necessary to reduce  deferred tax
assets to the amount expected to be realized.

Fair Values of Financial Instruments

The carrying amounts of certain  financial  instruments  approximate  their fair
values as of March 31, 2000  because of the  relatively  short-term  maturity of
these instruments.

Use of Estimates

The preparation of financial  statements in accordance  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

New Accounting Pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No.  133  ("SFAS  No.  133"),  Accounting  for
Derivative  Instruments and Hedging Activities.  SFAS No. 133 requires companies
to recognize all  derivative  contracts as either assets or  liabilities  in the
balance sheet and to measure them at fair value. If certain  conditions are met,
a derivative may be specifically  designated as a hedge,  the objective of which
is to match the timing of gain or loss  recognition  on the  hedging  derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability that are  attributable  to the hedged risk or (ii) the earnings effect
of the hedged  forecasted  transaction.  For a derivative  not  designated  as a
hedging  instrument,  the gain or loss is  recognized as income in the period of
change.  SFAS No. 133 as amended  by SFAS No.  137 is  effective  for all fiscal
quarters of fiscal years beginning after June 15, 2000. Based on its current and
planned  future  activities  relative  to  derivative  instruments,  the Company
believes that the adoption of SFAS No. 133 will not have a significant effect on
its financial statements.

Net Loss Per Common Share

The  Company  computes  net loss per  share in  accordance  with  SFAS No.  128,
Earnings  per Share ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98
("SAB 98").  Under the provisions of SFAS No. 128 and SAB 98, basic net loss per
share is computed by dividing the net loss available to common  shareholders for
the period by the weighted average number of shares of common stock  outstanding
during the period. The calculation of diluted net loss per share gives effect to
common stock equivalents, however, potential common shares are excluded if their
effect is antidilutive.

                                      F-8

<PAGE>



NOTE 3 - AMOUNTS DUE FROM DIRECTORS

The Company,  from time to time,  received from or made  repayment to directors.
The amounts due from  directors  do not bear  interest  and do not have  clearly
defined terms of repayments.

NOTE 4 - INVENTORIES

                                                              March 31,
                                                                2000
                                                          ------------------
Finished goods - software packages                             $ 8,110
                                                          ==================

NOTE 5 - OFFICE EQUIPMENT, NET

                                                              March 31,
                                                                2000
                                                          -----------------

Computer equipment                                             $ 24,933
Other equipment                                                   6,440
                                                          -----------------
                                                                 31,373
Less: Accumulated depreciation                                      628
                                                          -----------------
                                                               $ 30,745
                                                          =================


NOTE 6 - OTHER PAYABLES AND ACCRUED EXPENSES

Other  payables and accrued  expenses  include cash of $600,100  received from a
potential  investor.  This amount is  unsecured,  interest free and has no fixed
terms of repayment.

NOTE 7 - OTHER TAXES PAYABLE

Other taxes payable  comprise mainly  Valued-Added  Tax ("VAT") and Business Tax
("BT").  VAT is charged at a rate of 4% on the  selling  price of the  Company's
products. BT is charged at a rate of 5% on the revenue from software licensing.

                                      F-9

<PAGE>



NOTE 8 - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitment

During the period  ended March 31, 2000,  the Company  incurred  lease  expenses
amounting to $4,500.  As of March 31, 2000, the Company had commitments  under a
non-cancellable operating lease expiring within one year amounting to $12,657.

Capital Commitment

As of March 31, 2000, the Company had capital commitment on investment amounting
to $104,271.

NOTE 9 - INCOME TAX

Pursuant to an approval document dated March 21, 2000 issued by the Shenzhen Tax
Bureau,  Sinx,  being a  "computer  software  developer",  is  eligible  to full
exemption  from PRC  Corporate  Income Tax for one year  starting from the first
profit  making  year  followed  by a 50%  reduction  in the tax  payable  in the
following two years.  Tax losses for a year of assessment can be carried forward
to offset the next year's assessable profits up to 5 years.

Accordingly, no provision for income tax has been made for the period.

No  provision  for  deferred  taxation  has been  made as  there is no  material
temporary difference at the balance sheet date.

NOTE 10 - CONTRIBUTION OF CAPITAL

On January 17, 2000,  100% of the registered  share capital of Sinx amounting to
$24,155 was contributed into the Company as a result of reverse acquisition.



                                      F-10


<PAGE>

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.

                                    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)
----                  ---           -------------------------
Yu Deng               26            President, Chairman of the Board & Director
Zhe Kang              29            Treasurer, Vice President, Director
Yihuo Ye              28            Director
Shengmiao Liao        29            Secretary, Vice President,& Director
Ling Li               26            Director

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



Zhe Kang, Vice President
July, 1999--Present; Bluepoint Linux Software Corp.
March, 1999--July, 1999 - Director of Corporate Development, Shenzhen Shengrun
Network System Ltd., Guangdong Province.
July,  1994--Mar.,  1999 - Reporter,  Executive  Editor,  Shenzhen  Special Zone
Daily.
July, 1993--July, 1994 - Reporter, Economic Daily




                                       5
<PAGE>



Yihuo Ye, Director


July, 1999-Present; Bluepoint Linux Software Corp.
May, 1999-July,  1999 - Chief Technical Advisor,  ZhongXun Golden Net. In charge
of ISP business  platform  designing and  development.  April,  1996__May,1999 -
Executive Vice President,  Chief Technical  Advisor,  Engineer,  Hangzhou Xun Ye
Goldennet Ldt. In charge of Internet application,  platform,  commercial project
development and system integration.
Dec.1995-April,1996 - Engineer, Micro Electronic Equipment Corp., Singapore(A US
company.)
In charge of technical management in the silicon chip manufacturing
process. July, 1992-April, 1994 - Manager, Wengzhou Energy Equipment Factory.
In charge of the entire operation of the factory.
Large Project Development Experience:
Xunye Golden Net nationwide email system;
China Telecom ISP project;
China Online technical  platform design and  development;  Hangzhou Power Bureau
MIS system.
Post-bachelor  degree  received  - July,  1996,  Master  of  Science,  Singapore
National University.
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 8- 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:8
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 March 31, 2000, 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.




                                       6
<PAGE>



ITEM 10.  EXECUTIVE COMPENSATION

      The following table summarizes certain  information  concerning  executive
compensation  paid to or accrued by the Company's chief executive officer during
the Company's last fiscal year.

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

                                            SUMMARY COMPENSATION TABLE

                                         Annual Compensation  Awards       Long Term     Compensation

Name and Principal Position   Year    Salary($)   Bonus($)    Other        Restricted    Options/    LTI      Other
                                                              Annual       Stock         SARs (#)    Payout
                                                               Comp.       Awards
-----------------------------------------------------------------------------------------------------------------------
<S>                           <C>     <C>          <C>         <C>          <C>           <C>         <C>      <C>
Yu Deng,                      1999    2195          -0-         -0-          -0-           -0-         -0-      -0-
President
</TABLE>


Yu Deng received nominal amount of compensation  from the inception  (September,
1999) to February, 2000 and started to receive a moderate salary in March, 2000.


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 June 30, 2000,  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  20,000,000  shares of
Common Stock issued on June 30, 2000.

<TABLE>
<CAPTION>

Name and Address of                     Title of Class and Amount
Beneficial Owner and Management          of Beneficial Ownership           Percentage of Class
---------------- --------------          -----------------------           -------------------
<S>                                      <C>                               <C>
Yu Deng                                  4,200,000 shares                  21.00%
6-704,#2 HuaFa Bei Road,
Shenzhen, China

Shengmiao Liao                           3,750,000 shares                  18.75%
602, B Building, HuiYaYuan,
Shenzhen, China

Zhe Kang                                 3,150,000 shares                  15.75%
Dormitory of Shenzhen
Special Zone Daily,
Shenzhen, China

Ling Li 2,700,000 shares                 2,700,000 shares                  13.50%
602, B Building, HuiYaYuan,
Shenzhen, China

YiHuo Ye                                 1,200,000 shares                   6.00%
Floor 18, HuaRun Building,
No.8 JianGuoMen North St,
Beijing, China
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13.  EXHIBITS

2.  Plan of Agreement and Reorganization, January 7, 2000

3.  Amended Articles of Incorporation

27. Financial Data Schedule



                                       7
<PAGE>


                                   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 13th day of July, 2000.

Bluepoint Linux Software Corp.


By:/s/ Yu Deng
------------------------------------
       Yu Deng, President & Director

By:/s/ Zhe Kang
-----------------------------------------------------
       Zhe Kang, Treasurer, Vice-President & Director

By:/s/ Yihuo Ye
-------------------------
       Yihuo Ye, Director

By:/s/ Shengmiao Liao
----------------------------------------------------------
       Shengmiao Liao, Secretary, Vice-President& Director

By:/s/ Ling Li
------------------------
       Ling Li, Director

                                       8