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, 2003



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 February 29, 2004, was approximately $539,000.



The number of shares held by non-affiliates of Registrant's Common Stock outstanding on February 29, 2004, was 5,390,000.



The Registrant's total revenues for the twelve-month period ended December 31, 2003, were $163,555.





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 AND

RELATED STOCKHOLDER MATTERS

2



ITEM 6.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OR PLAN OF OPERATION

3



ITEM 7.

FINANCIAL STATEMENTS

6



ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

8



ITEM 8A.

CONTROLS AND PROCEDURES

8





PART III



ITEM 9.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND

CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)

OF THE EXCHANGE ACT

8



ITEM 10.

EXECUTIVE COMPENSATION

10



ITEM 11.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

11



ITEM 12.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

11



ITEM 13.

EXHIBITS AND REPORTS ON FORM 8-K

11



ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.12



SIGNATURES

13



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.



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. It has basic programs such as software similar to Microsoft "Word", "Spreadsheet", etc. The Company has been focusing on developing and marketing embedded Linux systems.  The Company 's embedded system for PDA, Set-top box, Intelligent Housing System and Web Pad are currently available to its customers.



The Company faces 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, 2003, 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 premise has received rent-free arrangement from the landlord, Launch, in the year 2003.



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 2003 fiscal year, there were no matters submitted to a vote of the Company's shareholders.



PART II





ITEM 5.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



Market Information



The following table sets forth the bid prices of the Common Stock on the OTC Bulletin Board for each quarterly period indicated during fiscal year 2003.  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, 2003     | $0.20 | $0.08
|June 30, 2003      | $0.55 | $0.10
|September 30, 2003 | $0.40 | $0.19
|December 31, 2003  | $0.60 | $0.25



- # -





Shareholders



There were approximately 161 record holders of Common Stock as of December 31, 2003, holding a total of 20,485,000 outstanding shares of Common Stock of which 4,512,000 was in the public float.



Dividends



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





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



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



On May 24, 2002, directors and shareholders Yu Deng, Shengmiao Liao, Zhe Kang, Yihuo Ye and Ling Li entered into a Stock Purchase Agreement (the "Agreement") with Xin Liu and Jun Liu for the procurement by Mssrs. Xin Liu and Jun Liu of 11,400,000 shares of common stock. Pursuant to the terms of the Agreement, Xin Liu purchased 1,800,000 shares from Yu Deng, 300,000 shares from Zhe Kang, 1,200,000 shares from Yihuo Ye, and 2,700,000 shares from Ling Li, for a total acquisition of 6,000,000 shares or 29.3% of the outstanding common stock. Jun Liu purchased 2,550,000 shares from Shengmiao Liao and 2,850,000 shares from Zhe Kang, for a total acquisition of 5,400,000 shares or 26.4% of the outstanding common stock. In consideration for the purchase of the shares, Mssrs. Xin Liu and Jun Liu paid the total sum of 1,000,000 Yuan (or approximately USD$121,950) to the named sellers. In accordance with the Agreement, the Board of Directors has accepted the resignations of Board members Zhe Kang, Ling Li, and Yihuo Ye. Mssrs. Xin Liu, Jun Liu, and Frank Kwai Shing have been appointed by the shareholders to fill the three vacant seats of the Board.



- # -





Results of Operations



Comparison between the twelve-month period ended December 31, 2003 with the twelve-month period ended December 31, 2002

|        | Year ended December 31, 2003 | Year ended December 31, 2002
|------- | ---------------------------- | ----------------------------
|        |                              |                             
|Revenue | 196,027                      | 580,032                     



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.  Part of the revenue was also attributed to the licensing revenue of the Companys branded IT products in the second half of the year.  The significant decrease of revenue in 2003 was mainly due to the lack of significant software service assignments from customers.  In addition, the Company had concentrated its effort in the development and marketing of its proprietary embedded application product, the Mailarmor, in 2003, which initially received slower than expected market responses.  Software service fees received from Launch had been consistent throughout the year, and the directors expect that the Company will provide further similar software services to Launch in 2004.  In addition, the Directors also expect greater contributions to revenue from licensing its network security products in 2004, as the technologies and functions of the Mailarmor and Bluepoint Firewall had been stabilized toward the end of 2003.



As of December 31, 2003, the Company had trade receivables of approximately US$36,715, which were mainly due from Launch.  The directors are of the opinion that there are no foreseeable difficulties in recovering the amount.



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 went up to approximately US$147,161, which were mainly associated with the research and development costs of Mailarmor and Bluepoint Firewall.  General and administrative expenses consisted of principally of salaries, depreciation and other miscellaneous administrative expenses.



The increase in selling expenses is mainly due to the more effort in promoting the Companys Mailarmor through advertisng.



The increase of costs and expenses in comparison with the previous corresponding year generally reflected the expansion of the business scope of the Company and the increase of staff numbers.  Both the decrease in revenue and increase of research and development costs and selling expenses have resulted in a net loss of approximately USD$193,201.  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 plans to concentrate on developing specific applications of the embedded "Bluepoint Linux" solutions. The Company will significantly increase its efforts in the development and marketing of embedded Linux operating system and embedded applications in three fields, namely, automotive, network security and network storage.



If the Company is successful in implementing its growth strategy, the management believes that it can undergo a period of rapid growth. For automotive technologies, the Company will mainly rely on its co-operations with Launch, for the provision of software licenses and related software consultancy and engineering services in relation to Launchs X-431 Diagnostic Computer. X-431 Diagnostic Computer is one of Launchs core products and one of the best selling automotive diagnostic tools in the world.  The management expects Launch to ship greater number of X-431 Diagnostic Computers in 2004, thus would require further software services from the Company in 2004.  For network security, the Company has completed the development of Mailarmor and Bluepoint Firewall and trial marketing of these products in China in the second half of 2003.  Though the market responses of these products had been slower than expected, these responses had been favorable because of their competitive price and innovative network security functions.   Mailarmor is a three-in-one virus detection device to be installed at the server end of corporate customers for the purpose detecting e-mail viruses and filtering junk e-mails.  Both Mailarmor and Bluepoint Firewall will continue to be marketed to system integrators and computer distributors in China in 2004.  For network storage products, the Company has commenced the development of Bluepoint NAS in December 2003.  Bluepoint NAS is a low cost network storage device with embedded Linux platform, and it is specially designed with easy user access and better portability.  Bluepoint NAS is designed and catered to the growing demand in China for low cost data storage, especially for small and medium enterprises.  Management expects the relevant development works of Bluepoint NAS to be completed by mid-2004, and the product would start generating revenues for the Company in the second half of 2004.





Capital Resources and Liquidity



During the year ended December 31, 2003, the net cash provided by operating activities was US$5,671.  In order to cope with business development, net cash used in investing activities was US$3,655.  There were no financing activities and net increase in cash and cash equivalents was US$2,016. The increase in cash and cash equivalents is mainly due to the settlement of the Companys past debtors throughout the year.



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



Events That Took Place Subsequent to Fiscal Year Ending December 31, 2003



No event took place subsequent to fiscal year ending December 31 2003.



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 AND SUPPLEMENTARY DATA



See the audited financial statements attached hereto and numbered F-1 through F-13.





- # -







Bluepoint Linux Software Corp.



Consolidated Financial Statements

For the Year Ended

December 31, 2003 and 2002





Bluepoint Linux Software Corp.



Index To Consolidated Financial Statements





Pages



Independent Auditor's Report

F-1



Consolidated Statements of Operations

F-2



Consolidated Balance Sheets

F-3



Consolidated Statements of Cash Flows

F-4



Consolidated Statements of Stockholders' Equity

F-5



Notes to Consolidated Financial Statements

F-6









- # -









Independent Auditors' Report





To the Board of Directors and Stockholders of

Bluepoint Linux Software Corp.













We have audited the accompanying consolidated balance sheets of Bluepoint Linux Software Corp. (an Indiana Corporation) and its subsidiary as of December 31, 2003 and 2002 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 auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiary as of December 31, 2003 and 2002 and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.















Moores Rowland Mazars

Chartered Accountants

Certified Public Accountants

Hong Kong

March 30, 2004

F-#



Bluepoint Linux Software Corp.



Consolidated Statements of Operations







|                                                     |      |  | Year ended December 31,
|---------------------------------------------------- | ---- |  | -----------------------
|                                                     |      |  | 2003                   
|                                                     | Note |  | US$                    
|Revenue                                              |      |  |                        
|Software licensing revenue                           |      |  | 32,472                 
|Computer consultancy and engineering income          |      |  | 163,555                
|                                                     |      |  |                        
|                                                     |      |  | 196,027                
|Operating costs and expenses                         |      |  |                        
|Cost of hardware used for software licensing revenue |      |  | (15,619)               
|Research and development costs                       |      |  | (147,161)              
|Selling expenses                                     |      |  | (91,760)               
|General and administrative expenses                  |      |  | (163,424)              
|                                                     |      |  |                        
|Total operating costs and expenses                   |      |  | (417,964)              
|                                                     |      |  |                        
|(Loss) Profit from operations                        |      |  | (221,937)              
|                                                     |      |  |                        
|Non-operating income                                 |      |  |                        
|Other income                                         | 3    |  | 28,736                 
|                                                     |      |  |                        
|(Loss) Profit before income taxes                    |      |  | (193,201)              
|                                                     |      |  |                        
|Provision for income taxes                           | 2(h) |  | -                      
|                                                     |      |  |                        
|Net (loss) income                                    |      |  | (193,201)              
|                                                     |      |  |                        
|(Loss) Earnings per share of common stock            |      |  |                        
| Basic                                              | 2(k) |  | (0.009)                
| Diluted                                            | 2(k) |  | (0.009)                
|                                                     |      |  |                        
|Weighted average number of shares outstanding        | 2(k) |  | 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,
|---------------------------------------------------------------------------------------------------------- | ---- | ------------------
|                                                                                                           |      | 2003              
|ASSETS                                                                                                     | Note | US$               
|                                                                                                           |      |                   
|Current assets                                                                                             |      |                   
|Cash and cash equivalents                                                                                  |      | 5,510             
|Trade receivables                                                                                          |      |                   
|- from third parties                                                                                       |      | 36,715            
|- from a related company                                                                                   | 7    | 32,812            
|Prepayments and other debtors                                                                              | 4    | 32,856            
|Inventories                                                                                                | 2(j) | 14,106            
|                                                                                                           |      |                   
|Total current assets                                                                                       |      | 121,999           
|                                                                                                           |      |                   
|Property, plant and equipment, net                                                                         | 5    | 21,764            
|                                                                                                           |      |                   
|Total assets                                                                                               |      | 143,763           
|                                                                                                           |      |                   
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                       |      |                   
|                                                                                                           |      |                   
|Current liabilities                                                                                        |      |                   
|Trade payables                                                                                             |      | 5,193             
|Other creditors and accrued charges                                                                        | 6    | 54,667            
|Due to a director                                                                                          | 7    | 3,827             
|Due to a related company                                                                                   | 7    | 44,815            
|                                                                                                           |      |                   
|Total current liabilities                                                                                  |      | 108,502           
|                                                                                                           |      |                   
|Commitments and contingencies                                                                              | 8    |                   
|                                                                                                           |      |                   
|Stockholders' 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, 2003 and 2002                                |      | 20,485            
|Additional paid-in capital                                                                                 |      | 477,766           
|Accumulated losses                                                                                         |      | (462,990)         
|                                                                                                           |      |                   
|Total stockholders equity                                                                                 |      | 35,261            
|                                                                                                           |      |                   
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                 |      | 143,763           



Bluepoint Linux Software Corp.



Consolidated Statements of Cash Flows







|                                                                                  |  | Year ended December 31,
|--------------------------------------------------------------------------------- |  | -----------------------
|                                                                                  |  | 2003                   
|                                                                                  |  | US$                    
|Cash flows from operating activities:                                             |  |                        
|Net (loss) income                                                                 |  | (193,201)              
|                                                                                  |  |                        
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                        
|Depreciation                                                                      |  | 19,557                 
|Non-cash compensation expenses (Note 9)                                           |  | -                      
|Non-cash compensation expense credit upon cancellation of shares                  |  | -                      
|Non-cash other income from business tax waived (Note 3)                           |  | (28,665)               
|Loss on disposal of property, plant and equipment                                 |  | 18,645                 
|                                                                                  |  |                        
|Changes in working capital:                                                       |  |                        
|Trade receivables                                                                 |  | 244,482                
|Deposits, prepayments and other debtors                                           |  | (25,302)               
|Inventories                                                                       |  | (14,106)               
|Due from directors                                                                |  | -                      
|Trade payables                                                                    |  | 2,717                  
|Other creditors and accrued charges                                               |  | (18,199)               
|Due to a director                                                                 |  | (299)                  
|Due to a related company                                                          |  | 42                     
|                                                                                  |  |                        
|Net cash provided by operating activities                                         |  | 5,671                  
|                                                                                  |  |                        
|Cash flows from investing activities:                                             |  |                        
|Acquisition of property, plant and equipment                                      |  | (3,655)                
|                                                                                  |  |                        
|Net cash used in investing activities                                             |  | (3,655)                
|                                                                                  |  |                        
|Net increase in cash and cash equivalents                                         |  | 2,016                  
|                                                                                  |  |                        
|Cash and cash equivalents at beginning of year                                    |  | 3,494                  
|                                                                                  |  |                        
|Cash and cash equivalents at end of year                                          |  | 5,510                  
|                                                                                  |  |                        
|Non-cash financing activities                                                     |  |                        
|Issuance of shares to employees (Note 9)                                          |  | -                      
|Business tax payable waived  (Note 3)                                             |  | (28,665)               
|Cancellation of shares                                                            |  | -                      
|                                                                                  |  |                        
|                                                                                  |  | (28,665)               



Bluepoint Linux Software Corp.



Consolidated Statements of Stockholders' Equity







|                                |      | Common stock | Additional
paid-in
capital | Accumulated
losses | Total  
|------------------------------- | ---- | ------------ | -------------------------- | ------------------ | -------
|                                | Note | Number       |                            | US$                | US$    
|                                |      |              |                            |                    |        
|Balance as of January 1, 2002   |      | 20,390,000   |                            | 20,390             | 475,766
|Issuance of shares to employees | 9    | 100,000      |                            | 100                | 5,900  
|Cancellation of shares          |      | (5,000)      |                            | (5)                | (3,900)
|Net income                      |      | -            |                            | -                  | -      
|                                |      |              |                            |                    |        
|Balance as of December 31, 2002 |      | 20,485,000   |                            | 20,485             | 477,766
|Net loss                        |      | -            |                            | -                  | -      
|                                |      |              |                            |                    |        
|Balance as of December 31, 2003 |      | 20,485,000   |                            | 20,485             | 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 wholly local investment owned enterprise with limited liability.  It commenced operations in October 1999 and is engaged in the provision of embedded Linux solutions and related service and support to PRC original equipment manufacturers of personal computers and the sale of Bluepoint Linux software packages to software retailers in the PRC.  Sinx has been granted a ten 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, 2003.





2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



a)

Principles of consolidation

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



b)

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.



a)

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 expense.



d)

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.





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



d)

Property, plant and equipment and depreciation (Continued)



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%                



e)

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)

Revenue recognition

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



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.



g)

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.





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



h)

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 an exemption from the PRC enterprise income tax for two years commencing from its first profit-making year, after the losses carry-forward from the immediate previous five years being recovered, 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 carry-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, 2003 and 2002, the subsidiary had loss carry forwards for income tax reporting purposes of approximately US$420,118 and US$295,455, respectively, that might be offset against future taxable income. In view of the subsidiarys continuing losses incurred, 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.



i)

Foreign currency translation

The Company maintains its accounting books and records in US$ and the subsidiary maintains its accounting books and records in Renminbi (RMB). Foreign currency transactions during the year are translated into US$ by the Company and RMB by the subsidiary at the approximate rates of exchange on the dates of transactions. Monetary assets and liabilities denominated in foreign currencies at year end are re-translated at the approximate rates of exchange 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 approximate exchange rates at the respective balance sheet dates. The share capital and retained earnings are translated at exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the years.



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





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



j)

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.



k)

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 2002 and 2003 and, accordingly, basic and diluted earnings per share are the same.



l)

Uses of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.



m)

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.



n)

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.





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







3.

OTHER INCOME

|                               | Year ended December 31,
|------------------------------ | -----------------------
|                               | 2003                   
|                               | US$                    
|                               |                        
|Business tax waived / refunded | 28,665                 
|Interest income                | 38                     
|Others                         | 33                     
|                               |                        
|                               | 28,736                 



In 2003, the PRC local government approved a waiver of the business tax of US$28,665 payable by the Company for revenue earned in 2002.





4.

PREPAYMENTS AND OTHER DEBTORS

|              | As of December 31,
|------------- | ------------------
|              | 2003              
|              | US$               
|              |                   
|Prepayments   | 15,254            
|Other debtors | 17,602            
|              |                   
|              | 32,856            





5.

PROPERTY, PLANT AND EQUIPMENT, NET

|                               | As of December 31,
|------------------------------ | ------------------
|                               | 2003              
|                               | US$               
|                               |                   
|Computer equipment             | 60,666            
|Other equipment                | 7,692             
|Leasehold improvements         | -                 
|Less: Accumulated depreciation | (46,594)          
|                               |                   
|Net book value                 | 21,764            





6.

OTHER CREDITORS AND ACCRUED CHARGES

|                  | As of December 31,
|----------------- | ------------------
|                  | 2003              
|                  | US$               
|                  |                   
|Accrued charges   | 41,144            
|Deposits received | 6,026             
|Other creditors   | 7,497             
|                  |                   
|                  | 54,667            





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







7.

RELATED PARTY TRANSACTIONS



During the years ended December 31, 2003 and 2002, the Company had the following transactions with related parties:



(a)

Related party transactions during the years

|                                                                      | Year ended December 31,
|--------------------------------------------------------------------- | -----------------------
|                                                                      | 2003                   
|                                                                      | US$                    
|                                                                      |                        
|Software application consultancy income earned from a related company | 120,773                



(b)

Balance with related parties are as follows:

|                                        | As of December 31,
|--------------------------------------- | ------------------
|                                        | 2003              
|                                        | US$               
|                                        |                   
|Trade receivable from a related company | 32,812            
|Due to a director                       | 3,827             
|Due to a related company                | 44,815            



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





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,
|----------------------- | ------------------
|                        | 2003              
|                        | US$               
|                        |                   
|Payable within one year | 48,696            



Total rent expense for the operating lease was US$4,427 for the year ended December 31, 2003.  No rent expense was incurred for the year ended December 31, 2002.



The Company had no material contingencies as of December 31, 2003 and 2002.





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







9.

ISSUANCE OF SHARES



On 16 May, 2002, 100,000 shares of common stock, par value of $0.001 per share, of the Company were issued to an employee for past services rendered. The issue price was based on the market value of US$0.06 per share on that date, totaling US$6,000 with US$100 recorded as share capital and US$5,900 as additional paid-in capital. The amount was recognized as an expense in that year.





10.

SUPPLEMENTAL INFORMATION



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



|                                                  |      | Year ended December 31,
|------------------------------------------------- | ---- | -----------------------
|                                                  |      | 2003                   
|                                                  | Note | US$                    
|                                                  |      |                        
|PRC Business Tax                                  | a    | 1,602                  
|Advertising and marketing expenses                | b    | 26,696                 
|Bad debts written off                             | c    | 870                    
|Loss on disposal of property, plant and equipment | c    | 18,645                 



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 and loss on disposal of property, plant and equipment are included in General and administrative expenses.





11.

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 is no guarantee that all 400,000 shares will be issued. As of December 31, 2003, 365,000 shares in respect of this stock-based compensation incentives have been issued.



There will be no sale of stock to employees under the Plan. The Board of Directors determines the awards to be made from time to time to the employees.





12.

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.





F-#



Bluepoint Linux Software Corp.



Notes to Consolidated Financial Statements







13.

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, 2003 and December 31, 2002 are as follows:

|           |  |  | As of December 31,
|---------- |  |  | ------------------
|           |  |  | 2003              
|           |  |  | %                 
|           |  |  |                   
|Customer A |  |  | 17                
|Customer B |  |  | 35                
|Customer C |  |  | 48                
|           |  |  |                   
|           |  |  | 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, in their opinion, consider that the risk of recoverability of the unreserved receivable is minimal.



(b)

Concentration of customers



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



|           |  |  | Year ended December 31,
|---------- |  |  | -----------------------
|           |  |  | 2003                   
|           |  |  | %                      
|           |  |  |                        
|Customer A |  |  | -                      
|Customer B |  |  | 22                     
|Customer C |  |  | 62                     
|           |  |  |                        
|           |  |  | 84                     



Customer A, Customer B and Customer C are the same as those mentioned in note 13(a).  Customer C is the related company mentioned in note 7.



(c)

Concentration of suppliers

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. During 2002, none of the purchases from suppliers accounted for more than 5% of the Companys purchases.







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 (formerly Moores Rowland which merged with Mazars on October 1, 2003), 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.



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        | 36  | Director, President      
|Yu Deng        | 29  | Director                 
|Frank K. Shing | 30  | Director, CFO            
|Jun Liu        | 34  | Director                 
|Shengmiao Liao | 32  | Secretary, Director      



MR. XIN LIU, AGE 36, 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. YU DENG, DIRECTOR



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



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



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

Information Ltd., Guangdong Province.

1. Pre/Post-sales technical support;

2. System integration project designing and development;

3. In charge of technical support department daily operation.

- # -









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



1.

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

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

Internet Information System;

2.

Shenzhen City Technology Monitoring Bureau Internet Information System;

Shenzhen Qunan Securities Stock Research site;

Guangdong Dayawang Nuclear Power Plant System Integration Project;

Guangdong Meizhou Data Bureau, Shaoguan Data Bureau Internet Project;

Security Exchange 2000, a large web site project.

Honor & Recognition:

In 1999, received Sun Microsystems Inc. system engineer certification



MR. JUN LIU, AGE 34, 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 28, 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.



MR. SHENMIAO LIAO, DIRECTOR



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

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

Province. In charge of Network Integration.



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



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



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

In charge of system maintenance.



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



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



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

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

- # -









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



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



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



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



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



Compliance With Section 16(a)of the Exchange Act



Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company is not aware of any person who, at any time during the fiscal year ended December 31, 2003, 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, 2003. 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   |                       
|Liu Xin, President          | 2003 | 0            | 0            | 0      | 0                     
|Frank Shing,
CFO            | 2003 | 15,325       | 0            | 0      | 0                     



- # -









ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT



Security Ownership of Certain Beneficial Owners and Management



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



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





ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS



None.





ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K



None.



- # -









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 (formerly Moores Rowland which merged with Mazars on October 1, 2003), 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$24,116 and US$25,324 in 2003 and 2002, respectively.



Audit-related fees



There were no fees billed in 2003 and 2002 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 2003 by the Companys principal accountant for professional services for tax compliance, tax advice, and tax planning.



US$1,500 was billed by the principal accountant to the Company in 2002 for the service of tax compliance for the Company.



All other fees



There were no fees billed in 2003 and 2002 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 30th day of March, 2004.



Bluepoint Linux Software Corp.



|By:/s/ Xin Liu                      
|------------------------------------
|Xin Liu, President & Director       
|                                    
|By:/s/ Yu Deng                      
|Yu Deng, Director                   
|                                    
|By:/s/ Frank Shing                  
|Frank Shing, CFO & Director         
|                                    
|By:/s/ Jun Liu                      
|Jun Liu, Director                   
|                                    
|By:/s/ Shengmiao Liao               
|Shengmiao Liao, Secretary & 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, 2003, 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



March 30, 2004



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, 2003, 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



March 30, 2004







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, 2003, 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



March 30, 2004





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, 2003, 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



March 30, 2004