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, 2001

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

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

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

                    (Address  of  principal  executive  offices)

       Registrant's  telephone  number,  including  area  code:  011867552450750

                SECURITIES  REGISTERED  PURSUANT  TO  SECTION  12(B)OF
                      THE  SECURITIES  EXCHANGE  ACT  OF  1934:

Title of Each Class              Name of Each Stock Exchange on Which Registered
----------------------------------------------------------------------
     Common                                         None

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

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

         The aggregate  market value of the voting stock held by  non-affiliates
of  the  Registrant  on  at  February  28,  2002,  was  approximately  $161,700.

         The number of shares  held by  non-affiliates  of  Registrant's  Common
Stock  outstanding  on  February  28,  2002,  was  5,390,000.

         The  Registrant's  total  revenues  for  the  twelve-month  period
ended  December  31,  2001,  were  $118,663.



                                TABLE  OF  CONTENTS


                                    PART  I

ITEM  1.      DESCRIPTION  OF  BUSINESS                                  3

ITEM  2.      DESCRIPTION  OF  PROPERTY                                  6

ITEM  3.      LEGAL  PROCEEDINGS                                         6

ITEM  4.      SUBMISSION  OF  MATTERS
                   TO  A  VOTE  OF  SECURITY  HOLDERS                    6

                                     PART  II

ITEM  5.      MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND
                    RELATED  STOCKHOLDER  MATTERS                        6

ITEM  6.      MANAGEMENT'S  DISCUSSION  AND  ANALYSIS
                    OR  PLAN  OF  OPERATION                              7


ITEM  7.      FINANCIAL  STATEMENTS                                     10

ITEM  8.      CHANGES  IN  AND  DISAGREEMENTS  WITH
               ACCOUNTANTS  ON  ACCOUNTING  AND  FINANCIAL
     DISCLOSURE                                                         31


                                    PART  III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS
                AND  CONTROL  PERSONS;  COMPLIANCE  WITH
                SECTION  16(a)  OF  THE  EXCHANGE  ACT                  31

ITEM  10.  EXECUTIVE  COMPENSATION                                      33

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL
                 OWNERS  AND  MANAGEMENT                                34

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED
                 TRANSACTIONS                                           34

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K                        34

SIGNATURES                                                              35







                                     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  is  focused  on  Linux  operating
system,  embedded  Linux  platform and related service and support.  The Company
developed  the  first  true  Chinese Linux  operating  system called  Bluepoint.
Bluepoint  is  very  stable,  easy  to  use  and  offers  high  performance.  It
supports  multiple  languages  and  is  very  suitable  for  Asian  users.  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  January  19th  ,  2001 the Company entered into an agreement with Great
Wall  Computer  Co.,Ltd  (hereinafter  "GW"), the Great Wall Building S&T Garden
Nanshan  Dict,  Shenzhen,  China.  Pursuant  to  the terms of the agreement, the
Company  will  customize  Bluepoint Linux operating system for GW, license GW to
pre-install  Bluepoint  Linux  operating  system  in its PC products and provide
other  related  support  and  service.

     On  February  27th,2001 the Company entered into an agreement with Shenzhen
Launch  Computer  Co.,Ltd  (hereinafter"SLC"),9/F, Aihua Computer Duilding , Mid
Shennan  Road  Shenzhen,  China,  according  to this agreement, the Company will
design  and develop PDA hardware, circuit panel; design and make a sample of PDA
for  SLC.

     On  February  28th,  2001  the Company entered into an agreement with Great
Wall  Computer  Co.,Ltd,  Great Wall Building S&T Garden Nanshan Dict, Shenzhen,
China  .  According  to  this  agreement, the Company will develop PDA operating
system  and  related  application  for  GW's  PDA products, provide GW Bluepoint
Embedded  Development  Kit,  train the technicians of  GW, license PDA operating
system  and  related application to GW, provide GW related technical support and
consultant  service.

     On  March  8th,2001  the  Company  entered  into  a  strategic  corporation
agreement  with  Beijing  SpaceLinux  Technologies  Ltd.  ,  Room  0320 3/F, the
Intercontinental  Building 16# Anwai Ande Road East-Tawn Dict., Beijing China to
jointly  establish  a long-term cooperation relationship to expand the market of
Linux-base products, launch "SpaceLinux Security Embedded Solution for StrongArm
Powered  By  BluePoint  (short  from  Space  SES)".

     On  March  15th,  2001  the Company entered into an agreement with Inventec
Electronics  (Tianjin)  Co.,  Ltd  (hereinafter"IE") , #38 West-Lake road Nankai
Dict.  Tianjin  China.According  to  this  agreement, the company will customize
software  based  on  Linux(RH7.0)  for  IE.

   On  March 15th ,2001 the Company entered into an agreement with Surface Mount
Technology  Ltd.  (hereinafter "SMT") ,Unit D 19/F., Block West Wenhua Building.
Shennan  Dong  RD.,  Shenzhen,  China  .According to this agreement, the company
will  develop  and  provide  the  Bluepoint  embedded  system  to  SMT.

     On  April  30,2000,the  Company  signed a "Technology Development Contract"
with  DongGuan  Founder  Technology  Computer  Co.,Ltd  ("Founder"),  a  leading
hardware manufacture in China, located at Dragon Technology Enterprises NEW Town
Center, Shilong Dongguan Guangdong China. According to the contract, the company
will  furnish  Founder embedded system, development kit and relative application
solution  for  Founder's  thin  client  products.

     On May 24,2001, the Company entered into a agreement with Debole Electronic
Development  Co.,Ltd  (  "Debole")., room421,W-2,  SEG Science & Industry  Park,
Huaqiang  Road  North,  Shenzhen,  China. According to this agreement, Bluepoint
will  develop  embedded  operating  system and relative application for Debole's
"Ehome"  project.

     On  July  6,2001,  the  Company  entered into a agreement with Shenzhen SED
Logic  Business  Equipment  Co.,Ltd("SED").  According  to  this  agreement, the
company  will  develop embedded system ,development kit and relative application
solution  for  SED's  cash  POS  products.

On  July  24,2001,  the  Company entered into a agreement with Debole Electronic
Development,  Co.,Ltd  ("Debole").,  room421,W-2,  SEG Science & Industry  Park,
Huaqiang  Road  North,  Shenzhen,  China.  According  to  this  agreement,  the
company  will  develop  "Smart  Terminal"  Linux  embedded  operating system and
relative  application  solution,  provide  training  courses  of  Linux embedded
operating  system  for  Debole,  license  Debole  to  install  the forementioned
operating  system  and  application  in  its  products.

     On July 28,2001, the Company entered into a agreement with DongGuan Founder
Technology Computer Co.,Ltd("Founder"), located at Dragon Technology Enterprises
NEW  Town  Center, Shilong Dongguan Guangdong China. According to the agreement,
the  company  will  provide  Founder  embedded  system  and relative application
solution  for  Founder's  products  including  IPAQ and Graph client plus, offer
Founder  Bluepoint  Embedded  development  kit  and  technical training courses.

     On  August  16,2001,  the  Company  entered  into  a  "Strategic  Alliance
agreement"  with Shenzhen Strong Arm Newwork Tech Co.,Ltd. relating to cooperate
in  the  fields  of  jointly  developing  market  promotion  training technology
supporting  and  customer  services.



Business  of  Issuer

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

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

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

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

         As  of  December  31,  2001,  the  Company  has 12 full time employees.

ITEM  2.  DESCRIPTION  OF  PROPERTY

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



ITEM  3.  LEGAL  PROCEEDINGS

The  Company  is  presently  not  involved  in  any  legal  proceedings.

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

         During  the  2001  fiscal  year,  there  were no matters submitted to a
vote  of  the  Company's  shareholders.

                                     PART  II

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market  Information

The  following  table  sets forth the bid prices of the Common  Stock on the OTC
Bulletin  Board  for  each  quarterly  period  indicated  during  fiscal  year
2001.   These  over-the-counter  market quotations are based on inter-dealer bid
prices,  without  markup,  markdown,  or  commission,  and  may not  necessarily
represent  actual  transactions.


       Quarter  Ended                      HIGH                     LOW
       --------------                      ----                     ---
       December  31,  2001                 $0.20                    $0.03
       September  30,  2001                $0.53                    $0.15
       June  30,  2001                     $0.85                    $0.51
       March  31,  2001                    $0.88                    $0.53


Shareholders

         There  were  approximately  163  record  holders  of Common Stock as of
December 31, 2001,  holding a total of 20,390,000  outstanding  shares of Common
Stock  of  which  4,517,000  was  in  the  public  float.

Dividends

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

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

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

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


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

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

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

         On  January  7,  2000,  Sinx  entered  into  a  Plan of  Agreement  and
Reorganization  (the  "Agreement")  with MAS  Acquisition XI Corp.  ("MAS"),  an
Indiana corporation.  Prior to the agreement,  On January 5, 2000, MAS cancelled
8,203,133 shares of its common stock. The agreement called for MAS to effectuate
a 15 for 1 forward stock split.  As  consideration  for the acquisition of Sinx,
the Company  issued  15,500,000  restricted  shares of the  Company's  par value
$0.001 common stock to the  shareholders of Sinx,  leaving a total of 20,000,000
shares  of common  stock  issued  and  outstanding.  As result of the  Agreement
between  the  Company  and  Sinx,  Sinx  became  and operates as, a wholly owned
subsidiary  of  MAS.

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

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

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


Results  of  Operations

Comparison  between  the  twelve-month  period  ended December 31, 2001 with the
nine-month  period  ended  December  31,  2000


                       Year                       Nine  months
              ended  December  31,  2001     ended  December 31, 2000
               -----------------------        ----------------------
Net  sales            118,663                       303,622
----------            -------                       -------


Net  sales  were  derived  principally  from  service  fees  from  software
development  of  "Bluepoint  Embedded"  embedded  system,  training  services to
enterprise  customers, licensing "Bluepoint Linux"  to  PRC  original  equipment
manufacturers  of  personal  computers.  Net  sales in 2001 also include sale of
software  packages.

Cost  and  operating  expenses  consisted  principally of the salary for program
engineers and management,  rental expenses for office,  administration expenses,
depreciation  and  other  miscellaneous expenses. The cost in 2001 also includes
cost  of  software  packages  sold.


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

The  decrease  of  costs  in  comparison  with  the  corresponding  periods were
principally  attributable  to  close  our  Beijing  office,  dismissal  of  some
employees,  including  an  decrease in staff headcount from 42  as  of  December
31,  2000  to  12  as  of  December  31,  2001.

In  order to recruit experienced computer engineers, the Company has to increase
the  staff  salary  to  a  competitive  market  level.


Plan  of  Operations

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

         During  the  year  2002,  the Company plans to continue  to develop the
software  of  "Bluepoint  Linux"  and Embedded system and also provide technical
support to its customers. The Company will  significantly increase  its  efforts
in  the  development  and  marketing  of  embedded  Linux  operating  system and
embedded  applications.

    If  the  Company  is  successful  in  implementing  its growth strategy, the
management  believes  it  can  undergo  a  period  of rapid growth.  Besides its
Linux  operating  system  and  Linux  solution  business,  the Company is making
significant  progress  in  its  embedded  Linux  development.  The  Company  is
developing  an embedded Linux  intelligent  housing  system  in cooperating with
a  technology company, Debole Electronic  Development, Co.,Ltd.  The Company has
signed  agreements  relating  to  developing  embedded system such as for PDA or
cash  POS  or thin client products with Shenzhen Launch Computer Co.,Ltd , Great
Wall  Computer  Co.,Ltd  ,  Surface  Mount  Technology  Ltd  ,  DongGuan Founder
Technology  Computer  Co.,Ltd  and Shenzhen SED Logic Business Equipment Co.,Ltd
respectively . The  Company  also  signed agreements  with  Inventec Electronics
(Tianjin)  Co.Ltd(IE)  relating to customizing software based on Linux(RH7.0) OS
for  IE  .The management believes that embedded system  will  start  to generate
revenue  in  year  2002.


Capital  Resources  and  Liquidity

         The Company  completed the reverse  acquisition  of Sinx on January 17,
2000. 100% of the registered  share capital of Sinx was acquired by the Company,
in exchange  for  15,500,000  shares of the  Company's  $0.001 par value  common
stock.  After issuing 15,500,000 shares of the common stock to Sinx, the Company
has  a  total  of  20,000,000  shares  of  common  stock issued and outstanding.

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

During  the  year  ended  December  31,  2001,  in  order  to cope with business
development, the  net  cash  used  in  operating  activities  was  $220,625. Net
cash  provided  by  investing  activities  was  $1,018  ,net  cash  provided  by
financing  activities  was $60,386,and net decrease in cash and cash equivalents
was  $159,221.  The  decrease  in cash and cash equivalents is mainly due to the
loss  from  operations  for  $413,814  for  the  period.

The  inability  to  raise  needed  cash,  plus  the  continued  operating losses
experienced  by  the  Company,  placed  severe  strains  on  the  Company  's
operations,  resulting  in  the  going  concern  qualification  as  noted in the
Note  3  to  the  Financial  Statements.  The  existing  major  stockholders are
concluding  the  negotiation  with  potential investors. The investors wishes to
acquire  enough  shares  from major stockholders to gain majority control of the
company.  The  investors  are  major  shareholders  of a manufacturer of vehicle
repair  and  maintenance  equipment  that  requires support of embedded software
solutions.  In  fact,  Blupeoint developed Embedded Linux operating system for a
PDA  automobile  diagnostic system for this manufacturer.  The conclusion of the
transaction would bring stable revenue to the company since the investors intend
to  continue  to  contract the Company to provide embedded software solutions to
the  investor's  current  business.  While  the  directors  are  confident  that
transaction  will  be concluded and the investors will provide necessary funding
to  support  the company's operation, there is no assurance that the transaction
will  be  concluded,  and  even  if  the transaction were concluded, there is no
assurance  that  the  investors  would provide sufficient funding to support the
Company's  operation.


In order to meet its continuing cash requirements and to successfully  implement
its  growth  strategy,  Other  than  relying  on  funding  from  the  potential
investors,  the  Company  must  significantly  increase its revenue. The Company
hopes  to generate significant revenue starting from the second quarter of 2002.
In  order  to implement its growth strategy ,the Company has to recruit adequate
experienced  computer  engineers  and  increase  the  staff  salary  to  a
competitive  market  level.

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, 2001

No  events  that  took  place subsequent to fiscal year ending December 31, 2001


New  Accounting  Pronouncements

In  March  2001,  the  Financial  Accounting  Standards Board issued FIN No. 44,
"Accounting  for  certain transactions involving stock compensation". FIN No. 44
provides  guidance for applying APB Opinion No. 25, "Accounting for stock issued
to  employees". With certain exceptions, FIN No. 44 applies prospectively to new
awards,  exchange  of awards in a business combination, after July 1, 2001.  The
implementation  of  FIN  No.  44 did not have a material effect on the Company's
results  of  operations  as no stock options were granted to employees up to the
balance  sheet  date.

In  July  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
Business combinations" and SFAS No. 142, "Goodwill and other intangible assets".
SFAS  No.  141  requires  that the purchase method of accounting be used for all
business  combinations  initiated  after  June  30,  2001.  SFAS  No.  141  also
specifies  the  criteria  that  intangible  assets acquired in a purchase method
business  combination  must  meet  to  be  recognized  and  reported  apart from
goodwill.  SFAS  No.  142  requires  that  goodwill  and  intangible assets with
indefinite  useful  lives  no  longer  be  amortized,  but instead be tested for
impairment,  at  least  annually,  in accordance with the provisions of SFAS No.
142.  SFAS No. 142 will also require that intangible assets with definite useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual  values,  and  be reviewed for impairment in accordance with
SFAS No. 121, "Accounting for the impairment of long-lived assets and long-lived
assets  to  be  disposed  of".  The  provisions  of  SFAS  No. 141 are effective
immediately, except with regard to business combinations initiated prior to July
1,  2001.  SFAS  No.  142 will be effective as of January 1, 2002.  Goodwill and
other  intangible assets acquired in business combinations completed before July
1, 2001 will continue to be amortized prior to the adoption of SFAS No. 142.  At
this  time,  the  management  believes  that  the  adoption  of  either of these
statements  will  not  have  a  material  effect  on  the Company's consolidated
financial  position,  results  of  operations  and  cash  flows.

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS No. 143,
"Asset Retirement Obligations". SFAS No. 143 establishes accounting requirements
for  retirement  obligations  associated  with  tangible  long-lived  assets, it
requires that an asset retirement cost should be capitalized as part of the cost
of  the  related  long-lived asset and subsequently allocated to expense using a
systematic  and rational method. The implementation of SFAS No. 143 did not have
a  material  effect on the Company's consolidated financial position, results of
operations  and  cash  flows.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived Assets".  SFAS No. 144 replaces SFAS 121.  SFAS No. 144
requires  that  those  long-lived  assets  be  measured at the lower of carrying
amount  or  fair  value  less  cost  to  sell,  whether  reported  in continuing
operations  or  in  discontinued  operations.  SFAS  No.  144  are effective for
financial  statements  issued for fiscal years beginning after December 15, 2001
and  are  applied  prospectively. At this time, the management believes that the
adoption  of  this  statement  will  not have a material effect on the Company's
consolidated  financial  position,  results  of  operations  and  cash  flows.



ITEM  7.   FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

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



                         Bluepoint Linux Software Corp.

                        Consolidated Financial Statements
                               For the Year Endded
                                December 31, 2001



                         Bluepoint  Linux  Software  Corp.

                   Index  To  Consolidated  Financial  Statements




                                        Pages

Independent  Auditors'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'  Deficiency               F-5

Notes  to  Consolidated  Financial  Statements                        F-6



                          Independent Auditors' Report

To  the  Board  of  Directors  and  stockholder's  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,
2000  and  2001  and  the  related  consolidated  statements  of  operations,
stockholders'  equity  and cash flows from September 3, 1999 (date of inception)
to  March  31,  2000,  from  April 1, 2000 to December 31, 2000 and for the year
ended  December  31,  2001,  in  conformity with accounting principles generally
accepted  in  the  United  States of America. These financial statements are the
responsibility  of the Company's management. Our responsibility is to express an
opinion  on  these  financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of the Company and its
subsidiary  as  of  December 31, 2000 and 2001 and the results of the operations
and the cash flows from September 3, 1999 (date of inception) to March 31, 2000,
from April 1, 2000 to December 31, 2000 and the year ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Group will continue as a going concern. The Group's ability to continue
as a going concern is dependent upon several factors, including, but not limited
to,  continued  financial  support by the major stockholders, raising additional
capital,  increasing  revenue,  and  achieving  and  maintaining  profitable
operations.  These  factors raise substantial doubt about the Group's ability to
continue  as a going concern.  Management's plans in regard to these matters are
also  described in Note 3.  The consolidated financial statements do not include
any  adjustments  that  might  result  from  the outcome of these uncertainties.

MOORES  ROWLAND
Chartered  Accountants
Certified  Public  Accountants
Hong  Kong
Date:March  26,2002


<PAGE>


<TABLE>
<CAPTION>


                                                Bluepoint Linux Software Corp.

                                             Consolidated Statements of Operations


                                                        Period from
                                                     September 3, 1999       Period from
                                                   (date of inception) to   April 1, 2000 to      Year Ended
                                                        March 31, 2000     December 31, 2000    December 31, 2001
                                                  NOTE        US$               US$                   US$
<S>                                                           <C>               <C>                   <C>
NET SALES                                                   62,613             303,622             118,663
Cost of sales                                              (18,075)            (74,736)            (95,620)

GROSS PROFIT                                                44,538             228,886              23,043

Selling expenses                                           (10,309)           (290,575)            (45,159)

General and administrative expenses                        (42,684)           (597,881)           (391,698)

LOSS FROM OPERATIONS                                        (8,455)           (659,570)           (413,814)

NON-OPERATING INCOME
Interest income                                                159               6,598                 441

LOSS BEFORE INCOME TAXES                                    (8,296)           (652,972)           (413,814)

Provision for income taxes                          2(g)         -                   -                   -

LOSS BEFORE EXTRAORDINARY ITEM                              (8,296)           (652,972)           (413,373)

Extraordinary item                                 11(c)         -                   -             506,500

NET (LOSS) INCOME                                           (8,296)           (652,972)             93,127


(Loss) Earnings per share of common stock - Basic   2(i)         -               (0.03)               0.005


Weighted average number of shares outstanding       2(i)   20,000,000         20,033,455          20,281,164


                                                 F2
</TABLE>


<TABLE>
<CAPTION>


                                                  Bluepoint Linux Software Corp.
                                                    Consolidated Balance Sheets



                                                                   December 31, 2000       December 31, 2001
ASSETS                                                NOTE              US$                       US$
<S>                                                                     <C>                       <C>
CURRENT ASSETS
Cash and cash equivalents                                              159,531                     310
Trade receivable                                                        24,650                  14,191
Deposits, prepayments and other debtors                 4               40,913                     115
Due from directors                                      5                5,900                  11,744
Inventories                                             2(d)               757                       -

TOTAL CURRENT ASSETS                                                   231,751                  26,300

Property, plant and equipment, net                      6               97,339                  54,494

TOTAL ASSETS                                                           329,090                  80,854

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
Trade payable                                                              362                   2,476
Other creditors and accrued charges                     7              725,855                 137,095
Due to directors                                        5                    -                  11,268
Due to a stockholder                                    8                    -                   2,000
Other taxes payable                                     9                  955                       -

TOTAL CURRENT LIABILITIES                                              727,172                 152,839

STOCKHOLDERS' DEFICIENCY:
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;
 20,100,000 and 20,385,000 shares issued and
 outstanding as of December 31, 2000 and 2001,
 respectively                                                           20,100                  20,390
Additional paid-in capital                                             243,086                 475,766
Accumulated losses                                                    (661,268)               (568,141)

TOTAL STOCKHOLDERS' DEFICIENCY                                        (398,082)                (71,985)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                         329,090                  80,854

                                                      F3

</TABLE>



<TABLE>
<CAPTION>



                                             Bluepoint  Linux  Software  Corp.

                                         Consolidated  Statements  of  Cash  Flows



                                                       Period from
                                                     September 3, 1999        Period from
                                                    (date of inception) to   April 1, 2000 to       Year Ended
                                                       March 31, 2000       December 31, 2000    December 31, 2001
                                                            US$                US$                     US$
<S>                                                         <C>                <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income                                         (8,296)           (652,972)                93,127

Adjustments to reconcile net income to net cash
 provided by (used in) operating activities:
 Depreciation                                                628              17,072                 21,437
 Non-cash compensation expenses (Notes 11a & 11b)              -             239,000                139,370
Non-cash extraordinary item (Note 11c)                         -                   -               (506,500)
Write off of organization costs                               31                   -                      -
 Loss on disposal of property, plant and equipment             -                   -                 20,390

Changes in working capital:
 Trade receivable                                        (24,338)               (312)                10,459
 Deposits, prepayments and other debtors                 (16,640)            (24,273)                40,798
 Inventories                                              (8,110)              7,353                    757
 Due from directors                                       (4,420)             (1,480)                (5,844)
 Trade payable                                             3,937              (3,575)                 2,114
 Other creditors and accrued charges                     104,674              21,081                (49,046)
 Due to directors                                              -                   -                 11,268
 Due to a stockholder                                          -                   -                  2,000
 Other taxes payable                                         560                 395                   (955)

NET CASH PROVIDED (USED IN) BY OPERATING ACTIVITIES       48,026            (397,711)              (220,625)

CASH FLOWS FROM INVESTING ACTIVITIES:
 Proceeds from disposal of property, plant and equipment       -                   -                  5,986
 Acquisition of property, plant and equipment            (31,373)            (83,666)                (4,968)

NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES      (31,373)            (83,666)                 1,018

CASH FLOWS FROM FINANCING ACTIVITIES:
 Advance from the local government (Note 7)                    -                   -                 60,386
 Cash received from an investor                          600,100                   -                      -
 Contribution capital in connection with reverse
  acquisition                                             24,155                   -                      -

NET CASH PROVIDED BY FINANCING ACTIVITIES                624,255                   -                 60,386

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     640,908            (481,377)              (159,221)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD/YEAR          -             640,908                159,531

CASH AND CASH EQUIVALENTS AT END OF PERIOD/YEAR          640,908             159,531                    310

NON-CASH FINANCING ACTIVITIES
Issuance of shares to employees (Notes 11a & 11b)              -             239,000                139,370
Issuance of shares to an investor (Note 11c)                   -                   -                 93,600

                                                               -             239,000                239,970

                                                 F4

</TABLE>



<TABLE>
<CAPTION>


Bluepoint  Linux  Software  Corp.

                                      Consolidated Statements of Stockholders' Deficiency




                                                                                      ADDITIONAL     ACCUMULATED
                                                               COMMON STOCK         PAID-IN CAPITAL     LOSSES       TOTAL
                                                               -------------        ---------------   ----------     -----
                                                      NOTE   Number        US$            US$             US$         US$

<S>                                                   <C>      <C>         <C>            <C>             <C>          <C>
Balance as of September 3, 1999                                 -           -              -               -            -
Contribution capital                                   10       -           -           24,155             -         24,155
Net loss                                                        -           -              -            (8,296)      (8,296)

Balance as of March 31, 2000                                    -           -           24,155          (8,296)      15,859
Issuance of shares for Sinx transaction                  15,500,000      15,500        (15,500)            -            -
Issuance of shares in connection with reverse merger      4,750,005       4,750         (4,719)            -             31
Cancellation of shares                                     (250,005)       (250)           250             -            -
Issuance of shares to an employee                    11(a)  100,000         100        239,900             -        239,000
Net loss                                                        -           -              -          (652,972)    (652,972)

Balance as of December 31, 2000                          20,100,000      20,100        243,086        (661,268)    (398,082)
Issuance of shares to employees                      11(b)  170,000         170        139,200             -        139,370
Issuance of shares to an investor                    11(c)  120,000         120         93,480             -         93,600
Net income                                                      -           -              -            93,127       93,127

BALANCE AS OF DECEMBER 31, 2001                          20,390,000      20,390        475,766        (568,141)     (71,985)

                                                  F5
</TABLE>




1.     ORGANIZATION  AND  PRINCIPAL  ACTIVITIES

Shenzhen  Sinx  Software  Co.,  Ltd.  ("Sinx")  was  established in the People's
Republic  of China (the "PRC") on September 3, 1999 as a wholly local investment
owned  enterprise  with  limited  liability.  It commenced operations in October
1999  and  is  engaged  in the provision of embedded Linux solutions and related
service  and  support  to  PRC  original  equipment  manufacturers  of  personal
computers  and  the  sale  of  "Bluepoint  Linux"  software packages to software
retailers  in the PRC.  Sinx has been granted a ten years operation period which
can  be  extended  with  approvals  from  relevant  PRC  authorities.

On January 5, 2000, MAS Acquisition XI Corp. ("the Company") cancelled 8,203,133
shares  of  its common stock held by its major stockholder.  On January 7, 2000,
the Company effected a 15 for 1 forward split.  On January 17, 2000, 100% of the
registered  share  capital  of Sinx was acquired by the Company, in exchange for
15,500,000 shares of the Company's $0.001 par value common stock.  After issuing
15,500,000  shares  of the common stock to the owners of Sinx, the Company has a
total  of  20,000,000  shares  of  common  stock  issued  and  outstanding.  For
accounting  purposes, the acquisition has been treated as the acquisition of the
Company by Sinx with Sinx as the acquirer (reverse acquisition).  The historical
financial  statements  prior  to January 17, 2000 are those of Sinx.  All shares
and  per  share  data prior to the acquisition have been restated to reflect the
stock issuance as a recapitalization of Sinx.  On May 10, 2000, Sinx changed its
name  to Bluepoint Software (Shenzhen) Co., Ltd. and has become a wholly foreign
investment  owned  enterprise with limited liability as approved by the relevant
PRC  authorities.

The  Company  was  initially  incorporated in the State of Indiana on October 7,
1996.  On  February  16,  2000,  the Company changed its name to Bluepoint Linux
Software  Corp.


2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

a)     Principles  of  consolidation
The  consolidated  financial statements include the financial information of the
Company  and  its  wholly-owned  subsidiary  (collectively  referred  to  as the
"Group").  All  material  intercompany  balances  and  transactions  have  been
eliminated  on  consolidation.

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


c)     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  improvement          Over  the  lease  term
Computer  equipment             20%
Office  equipment               20%

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

d)     Inventories
Inventories,  comprise  finished goods of software packages for sale, are stated
at  the lower of cost and net realizable value.  Cost, which comprises all costs
of  purchase  and,  where  applicable,  other  costs  that have been incurred in
bringing  the inventories to their present location and condition, is calculated
using  the  weighted  average  method.  Net  realizable  value  represents  the
estimated  selling  price  in the ordinary course of business less the estimated
costs  of  completion  and  the  estimated  costs  necessary  to  make the sale.

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

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

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

f)     Operating  leases
Leases  where  substantially  all  the  rewards and risks of ownership of assets
remain  with the leasing company are accounted for as operating leases.  Rentals
payable  under operating leases are recorded in the statement of operations on a
straight-line  basis  over  the  lease  term.

g)     Income  taxes
The  Company  and  its  subsidiary  did  not  carry  on any business and did not
maintain  any  branch  office in the United States of America.  No provision for
withholding  or  U.S.  federal income taxes or tax benefits on the undistributed
earnings  and/or  losses  of  the  Company  and  its  subsidiary  has been made.

Pursuant  to  the relevant laws and regulations in the PRC, the subsidiary, as a
wholly  foreign  investment  owned  enterprise  in  the  PRC,  is entitled to an
exemption  from  the PRC enterprise income tax for two years commencing from its
first profit-making year of operation and thereafter and will be entitled to 50%
relief  from  the PRC enterprise income tax for the following three years. Since
the  subsidiary  has  not  made  any  profit since its becoming a wholly foreign
investment owned enterprise, it is within the tax exemption period and therefore
no  taxation for the PRC enterprise income tax is provided for the periods/year.

The  Group  provides  for  deferred  income taxes using the liability method, by
which  deferred  income  taxes  are  recognized  for  all  significant temporary
differences  between  the  tax  and  financial  statement  bases  of  assets and
liabilities.  The  tax  consequences  of  those  differences  are  classified as
current  or  non-current  based upon the classification of the related assets or
liabilities in the financial statements.  No provision for deferred taxation has
been  made  as  there  is  no  temporary  difference  at the balance sheet date.
h)     Foreign  currency  translation
The Company maintains its accounting books and records in US$ and the subsidiary
maintains  its  accounting  books  and  records  in  Renminbi  ("RMB").  Foreign
currency transactions during the year are translated into US$ by the Company and
RMB  by  the  subsidiary  at  the  approximate rates of exchange on the dates of
transactions.  Monetary assets and liabilities denominated in foreign currencies
at year end are re-translated at the approximate rates of exchange ruling at the
balance  sheet  date.  Non-monetary assets and liabilities are translated at the
rates  of  exchange  prevailing at the time the asset or liability was acquired.
Exchange  gains  or  losses  are  recorded  in  the  statements  of  operations.

On consolidation, the financial statements of the subsidiary are translated into
US$  using  the  closing  rate  method,  whereby  the  balance  sheet  items are
translated  into  US$  using  the  approximate  exchange rates at the respective
balance  sheet dates.  The share capital and retained earnings are translated at
exchange  rates  prevailing  at  the  time  of the transactions while income and
expenses  items are translated at the average exchange rate for the period/year.

     All  exchange  differences arising on the consolidation are recorded within
equity.  During the periods/year, exchange rates between US$ and RMB were fairly
stable,  there  was  no  net  effect  to  the stockholders' equity/(deficiency).

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

     Diluted  earnings  per  share is computed by dividing earnings available to
common  stockholders  by  the  weighted average number of shares of common stock
outstanding  adjusted to reflect potentially dilutive securities.  There were no
potentially dilutive securities outstanding during any of the periods/years and,
accordingly,  basic  and  diluted  earnings  per  share  are  the  same.

j)     Uses  of  estimates
     The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires the Group's management to make
estimates  and  assumptions  that affect the amounts reported in these financial
statements  and  accompanying  notes.  Actual  amounts  could  differ from those
estimates.

     k)     Contract  costs
     Contract  costs  relating  to  provision  of  computer  consultancy  and
engineering  services  including  direct  labor  costs  and those indirect costs
related  to  contract performance, are included in income statement as incurred.

l)     Bad  debts
     The  Group  routinely  assesses  the  financial  strength of its customers.
Credit  losses  are  provided  for in the financial statements in the form of an
allowance  for  doubtful  debts,  based upon past experiences and current market
conditions.
m)     Recently  issued  accounting  pronouncements
     In  March 2001, the Financial Accounting Standards Board issued FIN No. 44,
"Accounting  for  certain transactions involving stock compensation". FIN No. 44
provides  guidance for applying APB Opinion No. 25, "Accounting for stock issued
to  employees". With certain exceptions, FIN No. 44 applies prospectively to new
awards,  exchange  of awards in a business combination, after July 1, 2001.  The
implementation  of  FIN  No.  44  did  not have a material effect on the Group's
results  of  operations  as no stock options were granted to employees up to the
balance  sheet  date.

In  July  2001,  the  Financial  Accounting Standards Board issued SFAS No. 141,
Business combinations" and SFAS No. 142, "Goodwill and other intangible assets".
SFAS  No.  141  requires  that the purchase method of accounting be used for all
business  combinations  initiated  after  June  30,  2001.  SFAS  No.  141  also
specifies  the  criteria  that  intangible  assets acquired in a purchase method
business  combination  must  meet  to  be  recognized  and  reported  apart from
goodwill.  SFAS  No.  142  requires  that  goodwill  and  intangible assets with
indefinite  useful  lives  no  longer  be  amortized,  but instead be tested for
impairment,  at  least  annually,  in accordance with the provisions of SFAS No.
142.  SFAS No. 142 will also require that intangible assets with definite useful
lives  be  amortized  over  their  respective  estimated  useful  lives to their
estimated  residual  values,  and  be reviewed for impairment in accordance with
SFAS No. 121, "Accounting for the impairment of long-lived assets and long-lived
assets  to  be  disposed  of".  The  provisions  of  SFAS  No. 141 are effective
immediately, except with regard to business combinations initiated prior to July
1,  2001.  SFAS  No.  142 will be effective as of January 1, 2002.  Goodwill and
other  intangible assets acquired in business combinations completed before July
1, 2001 will continue to be amortized prior to the adoption of SFAS No. 142.  At
this  time,  the  management  believes  that  the  adoption  of  either of these
statements will not have a material effect on the Group's consolidated financial
position,  results  of  operations  and  cash  flows.

In  June  2001,  the  Financial  Accounting Standards Board issued SFAS No. 143,
"Asset Retirement Obligations". SFAS No. 143 establishes accounting requirements
for  retirement  obligations  associated  with  tangible  long-lived  assets, it
requires that an asset retirement cost should be capitalized as part of the cost
of  the  related  long-lived asset and subsequently allocated to expense using a
systematic  and rational method. The implementation of SFAS No. 143 did not have
a  material  effect  on  the Group's consolidated financial position, results of
operations  and  cash  flows.

In  August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal  of  Long-Lived Assets".  SFAS No. 144 replaces SFAS 121.  SFAS No. 144
requires  that  those  long-lived  assets  be  measured at the lower of carrying
amount  or  fair  value  less  cost  to  sell,  whether  reported  in continuing
operations  or  in  discontinued  operations.  SFAS  No.  144  are effective for
financial  statements  issued for fiscal years beginning after December 15, 2001
and  are  applied  prospectively. At this time, the management believes that the
adoption  of  this  statement  will  not  have  a material effect on the Group's
consolidated  financial  position,  results  of  operations  and  cash  flows.

3.     CONTINUED  OPERATIONS

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  the  Group  will  continue  operating  as  a  going  concern,  which
contemplates  the  realization  of  assets and liquidation of liabilities in the
normal  course  of  business.

     The  existing  major  stockholders  are concluding the negotiation with two
potential  investors to acquire substantial common stock of the Company from the
existing  major  stockholders.  The  potential  investors  are  substantial
stockholders  of a manufacturer of vehicle repair and maintenance equipment that
requires support of embedded software solutions. The conclusion of the deal will
bring stable revenue to the Group by securing contracts for the provision of the
embedded  software  solutions  to  the manufacturer. While there is no assurance
that  the  deal will be concluded, the directors are very confident that it will
be  finalized  and  the  potential  investors  will gain majority control of the
Company  and will also provide necessary financial support to maintain the Group
as  a  going  concern.  Therefore,  the  accompanying  consolidated  financial
statements  do not include any adjustments that might result from the outcome of
uncertainty  of  this  deal.


4.     DEPOSITS,  PREPAYMENT  AND  OTHER  DEBTORS
                                                    As of December 31,
                                                   2000          2001
                                                   ----          ----
                                                    US$           US$

Utility  deposits                                 27,504          -
Prepayment                                        11,557          -
Other  debtors                                     1,852          115

                                                  40,913          115


5.     DUE  FROM  DIRECTORS  /  DUE  TO  DIRECTORS

     The Group from time to time, received from or made repayments to directors.
The  amounts  due from and to directors are unsecured, interest-free and have no
fixed  repayment  terms.


6.     PROPERTY,  PLANT  AND  EQUIPMENT,  NET
                                               As of December 31,
                                               2000          2001
                                               ----          ----
                                               US$           US$

Computer  equipment                           79,155        54,047
Other  equipment                               8,070         6,440
Leasehold  improvement                        27,814        27,814
Less:  Accumulated  depreciation             (17,700)      (33,807)

Net  book  value                              97,339        54,494

7.     OTHER  CREDITORS  AND  ACCRUED  CHARGES

     Included in other creditors and accrued charges as of December 31, 2000 was
US$600,100  due to an investor.  The amount was unsecured, interest-free and was
settled  during  the  year as consideration for issuing 120,000 shares of common
stock,  par  value  of  US$0.001  each, to the investor as detailed in note 11c.

Also included in other creditors and accrued charges as of December 31, 2000 was
advance  from  local  government  in the PRC amounting US$60,386. The advance is
unsecured,  interest-free  and  repayable  in  one  year. If the Group satisfies
certain  requirements  set  by  the  local government within one year, the local
government  may  waive  the  repayment  from  the  Group.


8.     DUE  TO  A  STOCKHOLDER

During  the  year  ended December 31, 2001, the stockholder made advances to the
Group amounting to US$2,000 and had not been repaid as of December 31, 2001. The
amount  is  unsecured,  interest-free  and  has  no  fixed  repayment  terms.


9.     OTHER  TAXES  PAYABLE

     Other  taxes  payable comprise mainly Valued-Added Tax ("VAT") and Business
Tax  ("BT").  VAT  is  charged at a rate of 17% (before October 2000: 4%) on the
selling  price  of  the  Group's products.  BT is charged at a rate of 5% on the
revenue  from software licensing, computer consultancy and engineering services.


10.     CONTRIBUTION  OF  CAPITAL

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


11.     ISSUANCE  OF  SHARES

a)     On October 1, 2000, 100,000 shares of common stock, par value of US$0.001
per  share, of the Company were issued to an employee for past services rendered
to  the  Group.  The  issued  price was based on the market value of US$2.39 per
share  on  that  date,  totaling  US$239,000  with  US$120  as share capital and
US$238,900  as  additional  paid-in  capital.  The  amount  was recognized as an
expense  in  2000.

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

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



12.     SUPPLEMENTAL  INFORMATION

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

                        Period from
                      September 3, 1999       Period from
                    (date of inception) to  April 1, 2000 to    Year ended
                       March 31, 2000      December 31, 2000  December 31, 2001
                  Note     US$                    US$                 US$
Interest income     a        159                  6,598                441
Business tax        b      2,665                 18,220              4,437
Advertising and
 marketing expenses c      1,807                 168,470                -
Bad debts
 written off        d        -                       -               24,348
Loss on disposal
 of property, plant
 and equipment      d        -                       -               20,390
Rental expenses under
 operating leases   d      5,104          51,544                     88,033

a)     Interest  income  is  included  in  "Other income (expenses), net" in the
Consolidated  Statements  of  Operations.

b)     Business  tax  is  net off to net sales in the Consolidated Statements of
Operations.

c)     Advertising  and marketing expenses are included in "Selling expenses" in
the  Consolidated  Statements  of  Operations.

d)     Bad  debts written off, loss on disposal of property, plant and equipment
and  rental  expenses  under  operating  leases  are  included  in  "General and
administrative  expenses"  in  the  Consolidated  Statements  of  Operations.


13.     OPERATING  LEASE  COMMITMENTS

     As  of  December  31, 2000, the Group had commitments under non-cancellable
operating  leases  expiring  within one year amounting US$66,853. As of December
31,  2001,  the  Group  had  no  operating  lease  commitment.
14.     STOCK  OPTION  PLAN

     On  November  30,  2000, 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.

     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.


15.     OPERATING  RISKS

     (a)     Concentration  of  credit  risk

     The  Group  provides  embedded  Linux  solutions,  design  and  trade
self-developed  software  packages.  Concentration  of accounts receivable as of
December  31,  2000  and  December  31,  2001  are  as  follows:

                                         As of
                     March 31, 2000  December 31, 2000  December 31, 2001
                     --------------  -----------------  -----------------
                           %                 %                   %

    Customer A             -                 -                   85
    Customer B             -                 9                   14
    Customer C             83                82                  -

                           83                91                  99

     Credit  risk represents the accounting loss that would be recognized at the
reporting  date  if  counterparties  failed completely to perform as contracted.
Concentration  of  credit  risk (whether on or off balance sheet) arose from the
Group's  major  customers  and  related  companies  but  the directors, in their
opinion,  consider  that the risk of recoverability of the unreserved receivable
is  minimal.


     (b)     Concentration  of  suppliers

None  of  the purchases from suppliers accounted for more than 5% of the Group's
purchases  for  the  periods/year.

                                       F6

ITEM 8.   CHANGES  IN  AND DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL  DISCLOSURE

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



                                    PART  III

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

Name                Age           Position(s)  and  Office(s)
----                ---           ---------------------------
Yu  Deng            27            President, Chairman of the Board & Director
Zhe  Kang           31            Vice  President,  Director
Yihuo  Ye           31            Director
Shengmiao  Liao     31            Secretary,  Vice  President,&  Director
Ling  Li            28            Director

Yu  Deng,  President

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

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

July, 1997-Feb.1999 - System  Engineer,  Technical  Director,  ShenZhen  Longmai
Information  Ltd.,  Guangdong  Province.
1.  Pre/Post-sales  technical  support;
2.  System  integration  project  designing  and  development;
3.  In  charge  of  technical  support  department  daily  operation.

Apr.  1996-May  1997  - Research and Development Engineer, Assistant Director of
Technology  Department,  Hangzhou  Xun  Ye  Goldennet  Ltd.,  Zhejiang Province.
1.  Design  and  develop  web  project;  Coordinate  and  monitor  information
publishing.
    Large  Project  Development  Experience:  Shenzhen  City  Animal  and  Plant
Health  Inspection  Bureau
    Internet  Information  System;
2.  Shenzhen  City  Technology  Monitoring  Bureau  Internet Information System;
    Shenzhen  Qunan  Securities  Stock  Research  site;
    Guangdong  Dayawang  Nuclear  Power  Plant  System  Integration  Project;
    Guangdong  Meizhou  Data Bureau, Shaoguan  Data  Bureau  Internet  Project;
    Security  Exchange  2000,  a  large  web  site  project.
    Honor  &  Recognition:
    In  1999,  received Sun Microsystems Inc. system  engineer  certification



Zhe  Kang,  Vice  President

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


Yihuo  Ye,  Director

July,  1999-Present;  Bluepoint  Linux  Software  Corp.
May, 1999-July,  1999 - Chief Technical Advisor,  ZhongXun Golden Net. In charge
of ISP business  platform  designing and  development.  April,  1996__May,1999 -
Executive Vice President,  Chief Technical  Advisor,  Engineer,  Hangzhou Xun Ye
Goldennet Ldt. In charge of Internet application,  platform,  commercial project
development  and  system  integration.

Dec.1995-April,1996 - Engineer, Micro Electronic Equipment Corp., Singapore(A US
company.)
In  charge  of  technical management in the silicon chip manufacturing  process.

July,  1992-April,  1994  -  Manager,  Wengzhou  Energy  Equipment  Factory.
In  charge  of  the  entire  operation  of  the  factory.
Large  Project  Development  Experience:
Xunye  Golden  Net  nationwide  email  system;
China  Telecom  ISP  project;
China Online technical  platform design and  development;  Hangzhou Power Bureau
MIS  system.

Post-bachelor  degree  received  - July,  1996,  Master  of  Science,  Singapore
National  University.

Shengmiao  Liao,  Vice  President,  Chief  Technical  Officer

May,  1999  --  Present;  Bluepoint  Linux  Software  Corp.
Jan.  1999--May,1999  -  Ertian Information Technology, Ltd. Shenzhen, Guangdong
Province.  In  charge  of  Network  Integration.

May,  1998--Dec.1998  8-  Shenzhen  Yuanwang  Software  Corp.  In  charge  of
POS  sy8stem  development.

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

Mar.  1997--Apr.  1997 - System engineer, Shenzhen Wangyong Information Network.
In  charge  of  system  maintenance.

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

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

July,  1992--Jan.  1993  -  System engineer, Fujiang Kefa Corp. In charge of PBX
software  development.
Ling  Li,  Senior  Technical  Director
May,  1999--Present;  Founder,  Bluepoint  Linux  Software  Corp.

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

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

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

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

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

Compliance  With  Section  16(a)of  the  Exchange  Act

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


ITEM  10.  EXECUTIVE  COMPENSATION

      The following table summarizes certain  information  concerning  executive
compensation  paid to or accrued to the Company's chief executive officer during
the  Company's last fiscal year. None of the Company's Executive Officers earned
more  than  $100,000  during  the  years  ended  December  31, 2001. Yu Deng,Zhe
Kang,Shengmiao  Liao  are  also  employees  of  the  company.  They earn regular
salary  as  employees  but  do  not  receive  additional  compensation for their
responsibilities  as  directors.


SUMMARY  COMPENSATION  TABLE

                    SUMMARY  COMPENSATION  TABLE

                           Annual  Compensation  Awards   Long Term Compensation
 Name  and
 Principal
 Position     Year  Salary($)  Bonus($)  Other  Restricted  Options/  LTI  Other
                    Annual     Stock     SARs  (#)    Payout
                    Comp.      Awards
Yu  Deng,     2001   7,379      -0-       -0-      -0-        -0-    -0-    -0-
President

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,  2002,  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
20,390,000  shares  of  Common  Stock  issued  on  February  28,  2002.


Name  and  Address  of                   Title of Class and Amount    Percentage
Beneficial  Owner  and  Management    of  Beneficial  Ownership      of  Class
---------------------------------     -------------------------      -----------

Yu  Deng                               4,200,000  shares               20.59%
6-704,#2  HuaFa  Bei  Road,
Shenzhen,  China

Shengmiao  Liao                        3,750,000  shares               18.39%
602,  B  Building,  HuiYaYuan,
Shenzhen,  China

Zhe  Kang                              3,150,000  shares               15.44%
Dormitory  of  Shenzhen
Special  Zone  Daily,
Shenzhen,  China

Ling  Li  2,700,000  shares            2,700,000  shares               13.24%
602,  B  Building,  HuiYaYuan,
Shenzhen,  China

YiHuo  Ye                              1,200,000  shares                5.88%
Floor  18,  HuaRun  Building,
No.8  JianGuoMen  North  St,
Beijing,  China

All  Directors  and                   15,000,000                       73.56%
Officers  as  a  Group

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

None.

                                   SIGNATURES

      In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized,  this  15th  day  of  April,  2001.

Bluepoint  Linux  Software  Corp.


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

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

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

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

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