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, 2004



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 405 of 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 April 28, 2005, was approximately $1,374,500.



The number of shares held by non-affiliates of Registrant's Common Stock outstanding on April 28, 2005, was 5,390,000.



The Registrant's total revenues for the twelve-month period ended December 31, 2004, were $208,863.







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 COMMON EQUITY,

RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS

ISSUER PURCHASES OF EQUITY SECURITIES

3



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OR PLAN OF OPERATION

4



ITEM 7.

FINANCIAL STATEMENTS

8



ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

9



ITEM 8A.

CONTROLS AND PROCEDURES

9



ITEM 8B

OTHER INFORMATION

9











PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND

CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)

OF THE EXCHANGE ACT

10



ITEM 10.

EXECUTIVE COMPENSATION

11



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

12



ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

12



ITEM 13.

EXHIBITS

12



ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

13





SIGNATURES AND CERTIFICATIONS..14









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 the Company entered into a technology development agreement with Launch Tech Company Limited (Launch) 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 throughout 2002 and 2003. Launch is a listed company in Hong Kong of which two substantial stockholders of the Company are also substantial stockholders.



In June 2003, the Company had put its embedded Linux solutions into applications with the trial launch of Mailarmor V1.0, a three-in-one network security device with the functions of firewall, anti-mail virus and anti-SPAM, in the Chinese market.  Mailarmor and Bluepoint Firewall were formally launched in the Chinese market in November 2003.  The Company also commenced the development of Bluepoint NAS, a network storage product with embedded Linux solutions, in December 2003.



In 2004, the Company had shifted its business focus mainly to the provision of network security products in the PRC, and started to build up its own distribution channels; as a result, three local sales offices were set up in the major cities in the PRC by the end of 2004.

- # -





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 Sanbao and Downing pre-install Linux on some of their PC series. Right now, Linux is mostly used on servers since Microsoft Windows NT server charges a per use license fee. The Company believes that the Linux operating system is more efficient and stable when compared with Windows system.  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 available to its customers.  The Companys network security products, which are installed with its embedded Linux systems, have been making sales in the PRC since 2003.



The Company faces competition 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 have 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, 2004, the Company has 31 full time employees.





ITEM 2. DESCRIPTION OF PROPERTY



Our principal office is at 4th Floor, Xinyang Building, Bagua Number Four Road, Futian District, Shenzhen, Guangdong, P.R China.  This premisis was used under a  rent-free arrangement from the landlord, Launch, in 2003 and 2004.  We also established a R&D office at 8/F, Building Number Four West, SEG Science Park, Huaqiang North Road, Shenzhen, Guangdong  518031,  P.R. China, and the rental expense for this premisis in 2004 was approximately $71,715.





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 2004 fiscal year, there were no matters submitted to a vote of the Company's shareholders.

- # -





PART II



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

SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES



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 2004.  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  
|------------------ | ----- | -----
|March 31, 2004     | $0.92 | $0.66
|June 30, 2004      | $0.57 | $0.55
|September 30, 2004 | $0.40 | $0.33
|December 31, 2004  | $0.42 | $0.35





Shareholders



There were approximately 158 record holders of Common Stock as of December 31, 2004, holding a total of 20,485,000 outstanding shares of Common Stock of which 4,512,000 were 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.



There were no purchases of stock in either 2004 or 2003.



- # -





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.



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 office at: 4F., Xinyang Building, Bagua 4th Road Shenzhen, Guangdong 518029, P.R.China



Results of Operations



Comparison between the twelve-month period ended December 31, 2004 with the twelve-month period ended December 31, 2003

|        | Year ended December 31, 2004 | Year ended December 31, 2003
|------- | ---------------------------- | ----------------------------
|        |                              |                             
|Revenue | 208,863                      | 196,027                     



Revenue was derived principally from the receipt of software development service fees from software development services provided 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.  Revenue in 2004 mainly consisted of software service fees associated with the sales of network security products, which were launched in the fourth quarter of 2003. However, the sales of these products did not perform as well as expected and led to smaller than expected growth in revenue. The main reason for this lower than expected growth was the lack of other sources of software service income and the unsuccessful attempt to rapidly increase the sales of the Companys network security products in the PRC.  For the year, the Company attempted to build a distribution channel in order to reduce its reliance on the marketing effort of a related party. However, the building of such a channel is a long process and therefore, during an early stage, growth in revenue was not as strong as management had expected.



During the year, revenue totaling $127,609 was derived from Launch, of which the major shareholders of the Company are also major shareholders.



As of December 31, 2004, the Company had trade receivables of approximately US$2,415.  The directors are of the opinion that there are no foreseeable difficulties in recovering the amount.  Inventory was $37,302 as at December 31, 2004, which is net of an allowance of $33,901 for obsolete and impaired inventory.  Management believes that the net inventory is in good conditions and will further exercise tight control on inventory build up.



Cost of hardware used for software licensing revenue mainly consisted of hardware equipment purchased from independent suppliers in China for the sale with Mailarmor.  Research and development costs decreased slightly to approximately US$108,812, which were mainly associated with the research and development costs of Mailarmor and Bluepoint Firewall.



The general and administrative expenses of $251,662 consisted of principally of salaries, depreciation, rent, and a provision of slow moving inventory of $33,800 and other miscellaneous administrative expenses. This amount increased 54% over that of 2003 mainly because the Company rented a new office for R&D purpose, and rental expense increased by $54,906.



The increase in selling expenses is mainly due to the increased effort in promoting the Companys Mailarmor through advertising.  In 2004, substantial efforts were put into the build up of our own distribution channels.  Part of these efforts was the establishment of sales offices in large cities. Of the total $163,198 in selling expenses, $95,810 was incurred in setting up of new sales offices.



The increase in costs and expenses in comparison with the previous corresponding year generally reflected the expansion of the business scope of the Company.  However, the disappointing growth in sales strongly lagged behind the increase in both general and administrative as well as selling expenses, which caused the Company to record a net loss of approximately $343,885 for the year.  No cash dividend was declared for the year.



- # -





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 2004, the Company concentrated on developing specific applications of the embedded Bluepoint Linux solutions. The Company significantly increased its efforts in the development and marketing of embedded Linux operating system and embedded applications in three fields, namely, automotive, network security and network storage. Actual results reflected the reality of keen competition on price in network security and storage business. The Companys strategy in 2005 will be to shift its focus on developing Linux based application software in the automotive market, while still maintaining strong sales and marketing effort in the network security and storage business. Applications for the automotive industry include application software for wireless communication platforms and fleet management software. The Company believes that markets in these areas are booming.  Since the Chinese government has announced in 2004 that the Ministry of Information Industry will increase its support for Linux based wireless communications, the Company believes that with its long time presence in China, it can compete more effectively in these new areas. The Company plans to start development of the application software for automotive market in the second quarter of 2005 and likely to launch successful products in the PRC by the third quarter of 2006.



In 2004, the Company continued its effort in the marketing of the two product lines of its network security products, Mailarmor and Bluepoint Firewall, which targeted the demand of small and medium size corporate users in the PRC for lower cost and Linux based network security solutions. The Company has made a significant effort in building its own distribution channel. However, such effort only yielded very limited success.  The management attributed the unsatisfactory sales of products in the PRC to its high selling price. As a result, the Company has been developing a PC version of Mailarmor, which will run on ordinary computer servers. The original schedule called for a launch of the PC version in the fourth quarter of 2004. However, due to insufficient resources in R&D effort, a new schedule is set for the second quarter of 2005. Management believes that the PC version of Mailarmor will allow users to lower hardware costs by approximately 50% and enjoy the full network security functions of Mailarmor that run on the Linux software platform developed by the Company. The successful launch of the PC version shall increase the competitiveness of the Companys product lines and boost the Companys income in the near future.

If the Company is successful in implementing its growth strategy, management believes that it can undergo a period of rapid growth. Controlled and rapid growth will enable the Company to have resources for the development of new products and the enhancement of current products.



Capital Resources and Liquidity



During the year ended December 31, 2004, the net cash used in operating activities was US$222,561.  In order to cope with business development, net cash used in investing activities was US$15,993.  However, net cash provided by financing activities was US$248,389 and the net increase in cash and cash equivalents was US$9,835. The increase in cash and cash equivalents is partly due to the settlement of the Companys past debtors throughout the year.   In addition, advances from a related party had reached $293,204 as at the end of 2004, up from $44,815 as at the beginning of the year, though this related party has confirmed that it has no intention to demand repayment of these advances in the near term.



In order to meet its continuing cash requirements and to successfully implement its growth strategy, other than relying on revenue from its operating activities and advances from a related party, 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.

- # -





Business Risks



The Company is facing two risks, namely, market risk and technical risk. If the Company cannot get sufficient funding, the Company will not be able to quickly capture large enough market share in the embedded Linux market and the booming Linux based application software market in China.



Competition



The Company has a leading position in the Chinese Linux operating system market and certain segments of the embedded Linux market. However, the Company is facing severe competition from both Chinese and overseas companies.



Events That Took Place Subsequent to Fiscal Year Ending December 31, 2004



No event took place subsequent to fiscal year ending December 31 2004.



New Accounting Pronouncements



The management does not believe that any recently issued, but not yet effected, accounting standards if currently adopted would have a material effect on the Companys financial statements.



ITEM 7.  FINANCIAL STATEMENTS



See the audited financial statements attached hereto and numbered F-1 through F-14.



- # -





Bluepoint Linux Software Corp.



Consolidated Financial Statements

For the Year Ended

December 31,. 2004 and 2003





Bluepoint Linux Software Corp.



Index To Consolidated Financial Statements









Pages





Independent Auditors Report

F-1

Consolidated Statement of Operations

F-2

Consolidated Balance Sheets

F-3

Consolidated Statements of Cash Flows

F-4

Consociated Statements of Stockholders Equity

F-5

Notes to Consolidated Financial Statements

F-6







- # -









Report of Independent Registered Public Accounting Firm





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, 2004 and 2003 and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended.  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 the standards of the Public Company Accounting Oversight Board (United States).  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, 2004 and 2003 and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 2(c) to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.  Managements plans in regard to these matters are also described in Note 2(c).  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Moores Rowland Mazars

Chartered Accountants

Certified Public Accountants

Hong Kong















F-#



Bluepoint Linux Software Corp.



Consolidated Statements of Operations







|                                                     |      |  | Year ended December 31,
|---------------------------------------------------- | ---- |  | -----------------------
|                                                     |      |  | 2004                   
|                                                     | Note |  | US$                    
|Revenue                                              |      |  |                        
|Software licensing revenue                           |      |  | 159,177                
|Computer consultancy and engineering income          |      |  | 49,686                 
|                                                     |      |  |                        
|                                                     |      |  | 208,863                
|Operating costs and expenses                         |      |  |                        
|Cost of hardware used for software licensing revenue |      |  | (31,073)               
|Research and development costs                       |      |  | (108,812)              
|Selling expenses                                     |      |  | (163,198)              
|General and administrative expenses                  |      |  | (251,662)              
|                                                     |      |  |                        
|Total operating costs and expenses                   |      |  | (554,745)              
|                                                     |      |  |                        
|Loss from operations                                 |      |  | (345,882)              
|                                                     |      |  |                        
|Non-operating income                                 |      |  |                        
|Other income                                         | 3    |  | 2,180                  
|                                                     |      |  |                        
|Loss before income taxes                             |      |  | (343,702)              
|                                                     |      |  |                        
|Provision for income taxes                           | 2(j) |  | (183)                  
|                                                     |      |  |                        
|Net loss                                             |      |  | (343,885)              
|                                                     |      |  |                        
|Loss per share of common stock                       |      |  |                        
| Basic                                              | 2(m) |  | (0.017)                
| Diluted                                            | 2(m) |  | (0.017)                
|                                                     |      |  |                        
|Weighted average number of shares outstanding        | 2(m) |  | 20,485,000             
|                                                     |      |  |                        



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



F-#



Bluepoint Linux Software Corp.



Consolidated Balance Sheets







|                                                                                                           |      | As of December 31,
|---------------------------------------------------------------------------------------------------------- | ---- | ------------------
|                                                                                                           |      | 2004              
|ASSETS                                                                                                     | Note | US$               
|                                                                                                           |      |                   
|Current assets                                                                                             |      |                   
|Cash and cash equivalents                                                                                  |      | 15,345            
|Trade receivables                                                                                          |      |                   
|- from third parties                                                                                       |      | 2,415             
|- from a related company                                                                                   | 7    | -                 
|Prepayments and other debtors                                                                              | 4    | 15,797            
|Inventories                                                                                                | 2(l) | 37,302            
|                                                                                                           |      |                   
|Total current assets                                                                                       |      | 70,859            
|                                                                                                           |      |                   
|Property, plant and equipment, net                                                                         | 5    | 21,094            
|                                                                                                           |      |                   
|Total assets                                                                                               |      | 91,953            
|                                                                                                           |      |                   
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                       |      |                   
|                                                                                                           |      |                   
|Current liabilities                                                                                        |      |                   
|Trade payables                                                                                             |      | 7,821             
|Other creditors and accrued charges                                                                        | 6    | 95,725            
|Due to a director                                                                                          | 7    | 3,827             
|Due to a related company                                                                                   | 7    | 293,204           
|                                                                                                           |      |                   
|Total current liabilities                                                                                  |      | 400,577           
|                                                                                                           |      |                   
|Commitments and contingencies                                                                              | 8    |                   
|                                                                                                           |      |                   
|Stockholders' (deficit) 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;                                                                              |      |                   
|20,485,000 shares issued and outstanding as of
  December 31, 2004 and 2003                                |      | 20,485            
|Additional paid-in capital                                                                                 |      | 477,766           
|Accumulated losses                                                                                         |      | (806,875)         
|                                                                                                           |      |                   
|Total stockholders (deficit) equity                                                                       |      | (308,624)         
|                                                                                                           |      |                   
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                 |      | 91,953            



Bluepoint Linux Software Corp.



Consolidated Statements of Cash Flows







|                                                                                |  | Year ended December 31,
|------------------------------------------------------------------------------- |  | -----------------------
|                                                                                |  | 2004                   
|                                                                                |  | US$                    
|Cash flows from operating activities:                                           |  |                        
|Net loss                                                                        |  | (343,885)              
|                                                                                |  |                        
|Adjustments to reconcile net loss to net cash provided by operating activities: |  |                        
|Depreciation                                                                    |  | 14,626                 
|Non-cash other income from business tax waived (Note 3)                         |  | -                      
|Loss on disposal of property, plant and equipment                               |  | 2,037                  
|Provision for obsolete inventory                                                |  | 33,901                 
|Bad debt written off                                                            |  | 9,600                  
|                                                                                |  |                        
|Changes in working capital:                                                     |  |                        
|Trade receivables                                                               |  | 57,512                 
|Deposits, prepayments and other debtors                                         |  | 17,059                 
|Inventories                                                                     |  | (57,097)               
|Trade payables                                                                  |  | 2,628                  
|Other creditors and accrued charges                                             |  | 41,058                 
|Due to a director                                                               |  | -                      
|                                                                                |  |                        
|Net cash (used in) provided by operating activities                             |  | (222,561)              
|                                                                                |  |                        
|Cash flows from investing activities:                                           |  |                        
|Acquisition of property, plant and equipment                                    |  | (15,993)               
|                                                                                |  |                        
|Net cash used in investing activities                                           |  | (15,993)               
|                                                                                |  |                        
|Cash flows from financing activities:                                           |  |                        
|Due to a related company                                                        |  | 248,389                
|                                                                                |  |                        
|Net cash provided by financing activities                                       |  | 248,389                
|                                                                                |  |                        
|                                                                                |  |                        
|Net increase in cash and cash equivalents                                       |  | 9,835                  
|                                                                                |  |                        
|Cash and cash equivalents at beginning of year                                  |  | 5,510                  
|                                                                                |  |                        
|Cash and cash equivalents at end of year                                        |  | 15,345                 
|                                                                                |  |                        
|Non-cash financing activities                                                   |  |                        
|Business tax payable waived  (Note 3)                                           |  | (2,134)                



Bluepoint Linux Software Corp.



Consolidated Statements of Stockholders' Equity







|                                |  | Common stock | Additional
paid-in
capital | Accumulated
losses | Total  
|------------------------------- |  | ------------ | -------------------------- | ------------------ | -------
|                                |  | Number       |                            | US$                | US$    
|                                |  |              |                            |                    |        
|Balance as of January 1, 2002   |  | 20,485,000   |                            | 20,485             | 477,766
|Net loss                        |  | -            |                            | -                  | -      
|                                |  |              |                            |                    |        
|Balance as of December 31, 2003 |  | 20,485,000   |                            | 20,485             | 477,766
|Net loss                        |  | -            |                            | -                  | -      
|                                |  |              |                            |                    |        
|Balance as of December 31, 2004 |  | 20,485,000   |                            | 20,845             | 477,766

Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







1.

ORGANIZATION AND PRINCIPAL ACTIVITIES



Blupoint Linux Software Corp. (the Company) was incorporated in the State of Indiana on October 7, 1996.  On February 16, 2000, it changed its name to Bluepoint Linux Software Corp.



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 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 year operating period which can be extended with approvals from relevant PRC authorities.  Sinx changed its name to Bluepoint Software (Shenzhen) Co., Ltd. in May 2000 and is a wholly owned subsidiary of the Company as of December 31, 2004.





2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a)

Basis of accounting

The consolidated financial statements are presented in United States dollars and have been prepared in accordance with accounting principals generally accepted in United States of America.



b)

Principles of consolidation

The consolidated financial statements include the financial information of the Company and its wholly-owned subsidiary.  All material intercompany balances and transactions have been eliminated on consolidation.



c)

Preparation of financial statements

The Company had a negative working capital and a negative stockholders equity of US$329,718 and US$308,624 respectively as at December 31, 2004.  The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern.  However, substantial doubt has been raised with regard to the ability  of the Company to continue as a going concern, as the Company had total liabilities in excess of its total assets and incurred significant lossess.  In light of the situation, the Company has been contemplating practical plans for a business restructuring and/or possible arrangements to raise additional capital funds to support its continuation as a going concern, but there can be no assurance that the Company will be successful in procuring any of such efforts.



d)

Cash and cash equivalents

The Company considers all cash and highly liquid investments purchased with an original maturity within three months to be cash equivalents.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



e)

Trade receivables, 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 the issuance of an invoice. Delinquent receivables are written off based on individual credit evaluation and specific circumstatnces of the customer. Changes in the allowance for uncollectible accounts is recorded as bad debt expense and is included in general and administrative expenses.



f)

Property, plant and equipment and depreciation

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



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 improvements |  | Over the lease term
|---------------------- |  | -------------------
|Computer equipment     |  | 20%                
|Office equipment       |  | 20%                



g)

Impairment of long-lived assets

Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.  An asset is considered impaired if its carrying amount exceeds the future net cash flow the asset is expected to generate.  If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value.  The recoverability of long-lived assets is assessed by determining whether the unamortized balances can be recovered through undiscounted future net cash flows of the related assets.  The amount of impairment, if any, is measured based on projected discounted future net cash flows using a discount rate reflecting the Companys average cost of capital.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



h)

Revenue recognition

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



Software licensing revenue, net of business tax, under software license arrangements that do not require significant modification or customization of the underlying software is recognized when (1) a legally binding arrangement with a customer is entered into for the license of software; (2) the software is delivered; (3) payment is deemed fixed or determinable and free of contingencies or significant uncertainties; and (4) collection is probable.



i)

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.



j)

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 owned foreign investment enterprise in the PRC, is entitled to exemption from the PRC enterprise income tax for two years commencing from its first profit-making year, after the recovery of losses carried-forward from the immediate previous five years, and thereafter will be entitled to a 50% relief from the PRC enterprise income tax for the following three years. Since the subsidiary has not fully recovered its losses carried-forward from the immediate previous five years, the tax exemption period has not yet started and therefore no taxation for the PRC enterprise income tax has been provided.



The Company 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.  As of December 31, 2004 and 2003, the subsidiary had loss carry forwards for income tax reporting purposes of US$776,104 and US$420,118, respectively, that might be offset against future taxable income. In view of the subsidiarys continuing losses, the amount available to offset future taxable income might be limited and therefore no tax benefit has been reported in the financial statements. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



k)

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 rates of exchange on the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at year end are re-translated at the rates of exchange existing 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 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 expense items are translated at the average exchange rate for the years.



All exchange differences arising on the consolidation are recorded within equity. During the years, exchange rates between US$ and RMB were fairly stable, there was no net effect to the stockholders equity.





l)

Inventories

Inventories are valued at the lower of cost or market using the weighted average cost method of accounting.



Inventories represent computer hardware purchased for sale with software licensed to customers.



m)

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 2003 and 2004 and, accordingly, basic and diluted earnings per share are the same.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



n)

Uses of estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the 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.  Such estimates include provisions for doubtful accounts, long-lived assets and deferred income taxes.  Actual results could differ from those estimates.



o)

Research and development costs for software

Research and development of software are expensed as incurred as the Company considers costs eligible for capitalization under FASB statement No. 86 Accounting for Costs of Computer Software to be Sold, Leased, or Otherwise Marketed were not material.



(p)

Related parties

Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions.



q)

Recently issued accounting pronouncements

The management does not believe that any recently issued, but not yet effected, accounting standards if currently adopted would have a material effect on the Companys financial statements.





3.

OTHER INCOME

|                               | Year ended December 31,
|------------------------------ | -----------------------
|                               | 2004                   
|                               | US$                    
|                               |                        
|Business tax waived / refunded | 2,134                  
|Interest income                | 46                     
|Others                         | -                      
|                               |                        
|                               | 2,180                  





4.

PREPAYMENTS AND OTHER DEBTORS

|              | As of December 31,
|------------- | ------------------
|              | 2004              
|              | US$               
|              |                   
|Prepayments   | 548               
|Other debtors | 15,249            
|              |                   
|              | 15,797            



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







5.

PROPERTY, PLANT AND EQUIPMENT, NET

|                               | As of December 31,
|------------------------------ | ------------------
|                               | 2004              
|                               | US$               
|                               |                   
|Computer equipment             | 71,039            
|Other equipment                | 9,312             
|Less: Accumulated depreciation | (59,257)          
|                               |                   
|Net book value                 | 21,094            





6.

OTHER CREDITORS AND ACCRUED CHARGES

|                  | As of December 31,
|----------------- | ------------------
|                  | 2004              
|                  | US$               
|                  |                   
|Accrued charges   | 82,985            
|Deposits received | 10,740            
|Other creditors   | 2,000             
|                  |                   
|                  | 95,725            





7.

RELATED PARTY TRANSACTIONS



During the years ended December 31, 2004 and 2003, the Company had the following transactions with related parties:



(a)

Related party transactions during the years

|                                                                      | Year ended December 31,
|--------------------------------------------------------------------- | -----------------------
|                                                                      | 2004                   
|                                                                      | US$                    
|                                                                      |                        
|Software application consultancy income earned from a related company | 48,309                 
|Sales of software packages                                            | 79,300                 



(b)

Balance with related parties are as follows:

|                                        | As of December 31,
|--------------------------------------- | ------------------
|                                        | 2004              
|                                        | US$               
|                                        |                   
|Trade receivable from a related company | -                 
|Due to a director                       | 3,827             
|Due to a related company                | 293,204           



The major shareholders of the Company are also shareholders of the related company.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







8.

COMMITMENTS AND CONTINGENCIES



The Company had operating lease commitments for a non-cancelable operating lease in respect of land and buildings.  The portion of these commitments which is payable in the following period is as follows:



|                        | As of December 31,
|----------------------- | ------------------
|                        | 2004              
|                        | US$               
|                        |                   
|Payable within one year | 2,971             



Total rent expense for the operating lease was US$71,715 and US$4,427 for the years ended December 31, 2004 and 2003 respectively.



The Company had no material contingencies as of December 31, 2004 and 2003.





9.

SUPPLEMENTAL INFORMATION



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



|                                                  |      | Year ended December 31,
|------------------------------------------------- | ---- | -----------------------
|                                                  |      | 2004                   
|                                                  | Note | US$                    
|                                                  |      |                        
|PRC Business Tax                                  | a    | 125                    
|Advertising and marketing expenses                | b    | 17,151                 
|Bad debts written off                             | c    | 1,159                  
|Loss on disposal of property, plant and equipment | c    | 2,037                  
|Provision for obsolete inventory                  | c    | 33,901                 
|Depreciation charge                               | d    | 14,626                 



a)

PRC Business Tax is included as a reduction of revenue.



b)

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



c)

Bad debts written off, loss on disposal of property, plant and equipment and provision for obsolete inventory are included in General and administrative expenses.



d)

Depreciation charge is included in Cost of sales,  Selling expenses and General and administrative expenses.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







10.

STOCK BASED COMPENSATION 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 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. There is no guarantee that all 400,000 shares will be issued. As of December 31, 2004, 365,000 shares in respect of this stock-based compensation incentives have been issued.





11.

RETIREMENT PLAN AND POST-EMPLOYMENT BENEFITS



The Company has no retirement plan or post-employment benefits for its employees other than the statutory requirement of monthly contributions to retirement plans and post-employment benefits administered by the PRC government.  During the year, contributions to such funds amounting to US$5,079 (2003: US$4,907).





12.

OPERATING RISKS



(a)

Concentration of credit risk

The Company provides and designs embedded Linux solutions and other software application solutions. Concentration of trade receivable as of December 31, 2004 and 2003 are as follows:



|           |  |  | As of December 31,
|---------- |  |  | ------------------
|           |  |  | 2004              
|           |  |  | %                 
|           |  |  |                   
|Customer A |  |  | 100               
|Customer B |  |  | -                 
|Customer C |  |  | -                 
|           |  |  |                   
|           |  |  | 100               



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 Companys major customers and related companies but the directors consider that the risk of recoverability of the unreserved receivable is minimal.



F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







12.

OPERATING RISKS (CONTINUED)



(b)

Concentration of customers



The followings are the customers which contributed more than 10% of the revenue of the Company:

|           |  |  | Year ended December 31,
|---------- |  |  | -----------------------
|           |  |  | 2004                   
|           |  |  | %                      
|           |  |  |                        
|Customer A |  |  | -                      
|Customer B |  |  | -                      
|Customer C |  |  | 61                     
|           |  |  |                        
|           |  |  | 61                     



Customer A, Customer B and Customer C are the same as those mentioned in note 12(a).  Customer C is the related company mentioned in note 7.



(c)

Concentration of suppliers



The followings are the suppliers which contributed more than 10% of the purchase of the Company:

|           |  |  | Year ended December 31,
|---------- |  |  | -----------------------
|           |  |  | 2004                   
|           |  |  | %                      
|           |  |  |                        
|Supplier A |  |  | 53                     
|Supplier B |  |  | 25                     
|Supplier C |  |  | 10                     
|           |  |  |                        
|           |  |  | 88                     



During 2003, the Company mainly relied on one supplier for hardware purchased for sale with the software licensed to customers and two suppliers for licenses of software rights.



(d)

Country risks



The Company may also be exposed to the risks as a result of its sales operation being primarily in the PRC. These include risks associated with, among others, the political, economic and legal environmental and foreign currency exchange. The Companys results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. The Companys management does not believe these risks to be significant. There can be no assurance, however, those changes in political and other conditions will not result in any adverse impact.



F-#









ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE



There have been no disagreements with the Company's independent accountants, Moores Rowland Mazars, over any item involving the Company's financial statements.





ITEM  8A.  CONTROLS AND PROCEDURES



As of the end of the period covered by this annual report on Form 10KSB, the Company carried out an evaluation, under the supervision and with the participation of the Companys Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Companys periodic SEC reports.



ITEM 8B  OTHER INFORMATION



Nothing to report

- # -











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)
|-------------- | --- | -------------------------
|Xin Liu        | 37  | Director, President      
|Frank K. Shing | 31  | Director, CFO            
|Jun Liu        | 35  | Director                 



MR. XIN LIU, AGE 37, DIRECTOR AND PRESIDENT



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.



MR. JUN LIU, AGE 35, DIRECTOR



Mr. Jun Liu obtained Bachelor of Science degree in electronics from Tsinghua 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 31, DIRECTOR AND CFO



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.



- # -











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, 2004, 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, 2004. None of the directors has received 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   |                       
|Xin Liu, President          | 2004 | 0            | 0            | 0      | 0                     
|Frank Shing,
CFO            | 2004 | 15,325       | 0            | 0      | 0                     
|Jun Liu
Director            | 2004 | 0            | 0            | 0      | 0                     











ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



Security Ownership of Certain Beneficial Owners and Management



The following table sets forth certain information concerning the stock ownership as of April 28, 2005, 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 April 28, 2005.



|Name and Address of Beneficial Owner and Management                                    | Title of Class and Amount of Beneficial Ownership | Percentage of Class
|-------------------------------------------------------------------------------------- | ------------------------------------------------- | -------------------
|                                                                                       |                                                   |                    
|Xin Liu(4)
8F., Xinyang Building, Bagua 4th Road
Futian District, Shenzhen, P.R. China | 8,000,000 shares                                  | 39%                
|                                                                                       |                                                   |                    
|Jun Liu(4)
8F., Xinyang Building, Bagua 4th Road
Futian District, Shenzhen, P.R. China | 6,300,000 shares                                  | 31%                
|                                                                                       |                                                   |                    
|Frank Kwai Shing(4)
30/F., Two Pacific Place, 88 Queensway, Hong Kong                  | 0 shares                                          | 0.0%               
|                                                                                       |                                                   |                    
|All Directors and Officers as a Group                                                  | 14,300,000                                        | 70%                





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



None.





ITEM 13. EXHIBITS



None.









- # -











ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES



All accounting fees and services provided to the Company are required to be approved in advance by the Companys directors.



Audit fees



The aggregate fees billed by the Companys principal accountant, Moores Rowland Mazars, for professional services rendered for the audit of the Companys annual financial statements and review of financial statements included in the Companys Forms 10-QSB, or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements, were US$27,051 and US$24,116 in 2004 and 2003, respectively.







Audit-related fees



There were no fees billed in 2004 and 2003 by the Companys principal accountant for assurance and related services that are reasonably related to the performance of the audit or review of the Companys financial statements and are not reported under Audit fees above.



Tax fees



There were no fees billed in 2004 and 2003 by the Companys principal accountant for professional services for tax compliance, tax advice, and tax planning.



All other fees



There were no fees billed in 2004 and 2003 by the Companys principal accountant for products or services provided other than those included in the Audit fees above.





- # -







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 28th day of April, 2005.





Bluepoint Linux Software Corp.





|By:/s/ Xin Liu               
|-----------------------------
|Xin Liu, President & Director
|                             
|By:/s/ Frank Shing           
|Frank Shing, CFO & Director  
|                             
|By:/s/ Jun Liu               
|Jun Liu, Director            









CERTIFICATION PURSUANT TO

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Bluepoint Linux Software Corp. (the "Company") on Form 10KSB for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report").  I, Xin Liu, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1.

I have reviewed the Report of the Company;



2.

Based on my knowledge, the 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 the Report;



3.

Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Report;



4.

The Company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 Company's disclosure controls and procedures as of a date within 45 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in the 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 Company's auditors and the audit committee of the Company'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 Company's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

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



6.

The registrant's other certifying officers and I have indicated in the 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.





/s/  Xin Liu



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



By: Xin Liu



Chief Executive Officer



April 28, 2005





CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





Solely for the purposes of complying with, and the extent required by 18 U.S.C.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies, in his capacity as the Chief Executive Officer of Bluepoint Linux Software Corp., that, to his knowledge, the Annual Report of the  company on Form 10-KSB for the period ended December 31, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations.





/s/  Xin Liu



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



By: Xin Liu



Chief Executive Officer



April 28, 2005





CERTIFICATION PURSUANT TO

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

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002





In connection with the Annual Report of Bluepoint Linux Software Corp. (the "Company") on Form 10KSB for the year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report").  I, Frank Shing, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



1.

I have reviewed the Report of the Company;



2.

Based on my knowledge, the 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 the Report;



3.

Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in the Report;



4.

The Company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 Company's disclosure controls and procedures as of a date within 45 days prior to the filing date of this annual report (the "Evaluation Date"); and



c)

presented in the 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 Company's auditors and the audit committee of the Company'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 Company's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and



b)

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



6.

The registrant's other certifying officers and I have indicated in the 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.







/s/  Frank Shing



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



By: Frank Shing



Chief Financial Officer



April 28, 2005







CERTIFICATION PURSUANT TO

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

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002





Solely for the purposes of complying with, and the extent required by 18 U.S.C.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies, in his capacity as the Chief Financial Officer of Bluepoint Linux Software Corp., that, to his knowledge, the Annual Report of the company on Form 10-KSB for the period ended December 31, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations.





/s/  Frank Shing



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By: Frank Shing



Chief Financial Officer



April 28, 2005