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

                                   FORM 10-KSB
                                TRANSITION REPORT

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

                        Date of Report December 31, 2000

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

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

   A1406, Electronics Science & Technology building, 2070 Shennan zhong Road,
                      Shenzhen, Guangdong 518031, P.R.China

                    (Address of principal executive offices)

       Registrant's telephone number, including area code: 011867553783102

                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,  2001,  was approximately $2,812,500.

         The number of shares  held by  non-affiliates  of  Registrant's  Common
Stock  outstanding  on  February  28,  2001,  was  4,500,000.

         The  Registrant's  total  revenues  for  the  nine-month  period  ended
December  31,  2000,  were  $303,622.







                                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  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                                         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  COMPENSATION33

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


<PAGE>




                                     PART  I

ITEM  1.   DESCRIPTION  OF  BUSINESS

Business  Development

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

         The  business  of  Bluepoint  is  focused  on Linux  operating  system,
embedded Linux platform and related service and support.  The company  developed
the first true Chinese Linux  operating  system called  Bluepoint.  Bluepoint is
very  stable,  easy to use and offers high  performance.  It  supports  multiple
languages  and  is very  suitable  for Asian  users.  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.
Bluepoint  is  pre-installed  in  computers  by several major computer makers 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 7, 2000,  Bluepoint  entered  into a Plan of  Agreement  and
Reorganization  (the  "Agreement")  with  MAS  Acquisition  XI  Corp.  ("MAS"),
an  Indiana  corporation,  whereby Bluepoint became a wholly owned subsidiary of
MAS.

         On February 17, 2000, a name change was  effectuated  with the State of
Indiana from MAS  Acquisition  XI Corp. to Bluepoint  Linux Software  Corp.,  to
reflect  the fact that  Sinx is best  known for its  Bluepoint  Linux  Operating
System.   Bluepoint  Linux  Software  Corp.(the  "Company"  or,  "Corporation"),
presently has executive  offices at: A301 East-2,  SEG Science & Industry  Park,
Huaqiang  Road  North,  Shenzhen,  People's  Republic  of  China.

         In March,  2000,  the  Company  signed  marketing  agreements  with the
following  five  companies.  These  agreements  allowed the Company to establish
market  channels  in  different  regions  in  China.

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

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

         In March 2000,  the  Company  also signed an  agreement  with  Shenzhen
Debole Eletronic  Development Co., Ltd.  ("Debole"), room421,W-2,  SEG Science &
Industry  Park,  Huaqiang  Road  North,  Shenzhen,  China,  to  jointly  develop
an  Embedded  Linux  based  Intelligent  Housing  System  (E-home).  The  two
parties  intend to form a joint venture and Bluepoint  will own 65% in the joint
venture.  Debole  had  already  secured the first  contract from Shenzhen  Yihui
Real  Estate  Development  Corp.  to use the Intelligent Housing System in 6,000
house/apartment  units.  The first subdivision that will install the Intelligent
Housing  System is Yihui Garden, a subdivision with 2,000 house/apartment units.
The  system  will  be  priced  at around $300US per unit.  On July 28, 2000, the
Company  signed a new agreement with Debole. According to the new agreement, the
two parties will continue to work together to develop and market the E-home. But
no  joint  venture  will  be  formed.

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

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

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

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

       On  July  28,  2000,  the  Company  signed  an  agreement  with  Core
Pacific-Yamaichi  international  (H.K.)  Limited  (CPYI), 1902-3 Bank of America
Tower,  12  Harcourt  Road,  Central,  Hong  Kong  to  appoint  CPYI  as  the
underwriter  and  financial Consultant to explore the possibility of listing the
company's  embedded  division  on  Hong  Kong  stock  market.

      On  July  28,  2000,  the  Company  signed  an  agreement  with the Debole
Electronic  Development,  Co.,Ltd.,  room421,W-2,  SEG Science & Industry  Park,
Huaqiang  Road  North,  Shenzhen,  China.  to  cooperate  on  the development of
the  e-home  Project.

    On  November  2nd,2000,  the  Company  entered  into a cooperation agreement
with  T  &  W  Electronics (shenzhen) Co., Ltd, 3/F New Energy Buyilding, Nanyou
Road, shenzhen, Guangdong, China to customize Bluepoint Linux embedded operating
system  for  T&W  and  develop  the  STB  market  together.

    On  November  3rd,2000,  the  Company  entered  into a cooperation agreement
with  Century  Long  Company  (Multimedia  Communication Section, Guangdong Data
Communications  Bureau)  (hereinafter  "CLC"),  No.  1 Dongyuanheng Rd Yuexiunan
Guangzhou  ,  China .According to this agreement, the Company  is appointed as a
Linux  operating system provider of CLC'S Internet Data Center (IDC) , and  as a
E-Commerce  solution  provider  of  the  IDC  clients  of  CLC  .

    On  November  6th,2000,  the  Company  entered  into an agreement with China
Network  Telecom  company,  9F/A  the International Enterprise Building ,Finance
Road  35#,  Beijing,  to  provide  the  newest Linux server operating system and
technology  support  .

   On  December  28,  2000,  the  Company  entered  into  a agreement with China
Hewlett  Packard Co., Ltd , HP Building , 2# East Third Road South, Beijing,  to
license China Hewlett Packard Co.,Ltd to bundle Bluepoint Linux server operating
system  with  HP's  product.


<PAGE>

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 Bluepoint  Linux
on  some  of their PC series.  Right now, Linux is mostly used on servers  since
Microsoft  Windows  NT  server  charges  per  use  license  fee.  The  Company
believes  that  the  Linux  operating  system  is more efficient and stable when
compared  with  Windows  system.  It  has  basic  programs  such  as  software
similar to Microsoft "Word", "Spreadsheet", etc. The  company  has been actively
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. It's mini browser, a full function web
browser  specifically  designed  for  embedded devices, is currently under Alpha
testing  and  will  soon  be  released  for  Beta  testing.

         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 then 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.

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

         As  of  February  28,  2000,  the  Company  has 36 full time employees.

ITEM  2.  DESCRIPTION  OF  PROPERTY

         The  company  currently  leases  office  spaces  located  at:  A1406,
Electronics  Science  &  Technology  building,  2070 Shennan zhong Road Shenzhen
Guangdong  518031, P.R.China  and at 4/F , International Education Communication
Centre ,Beijing PolyU, #66 West Beisanhuan Road, Haidian District,Beijing,China.
These  two  leases  will  expire  on  August  8,  2001  and  December  20,  2001
respectively.

ITEM  3.  LEGAL  PROCEEDINGS  ITEM

The  Company  is  presently  not  involved  in  any  legal  proceedings.

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

         During  the  2000  fiscal  year,  there  were no matters submitted to a
vote  of  the  Company's  shareholders.

                                     PART  II

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

Market  Information

The  following  table  sets forth the bid prices of the Common  Stock on the OTC
Bulletin  Board  for  each  quarterly  period  indicated  during  fiscal  year
2000.   These  over-the-counter  market quotations are based on inter-dealer bid
prices,  without  markup,  markdown,  or  commission,  and  may not  necessarily
represent  actual  transactions.


       Quarter  Ended                       HIGH                    LOW
       --------------                       ----                    ---
       December  31,  2000                 $2.31                   $0.53
       September  30,  2000                $4.06                   $1.06
       June  30,  2000                     $7.6                    $2.8
       March  31,  2000                   $18.50                   $9.00


Shareholders

         There  were  approximately  152  record  holders  of Common Stock as of
December 31, 2000,  holding a total of 20,100,000  outstanding  shares of Common
Stock  of  which  4,347,000  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.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATION  AND  PLAN  OF  OPERATIONS

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

         Further,  as a result of the  Agreement,  the Company has  accepted the
resignation  of Aaron Tsai,  the  Company's  sole  Director and  Officer,  as of
February  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  17,  2000  to  reflect  the  fact  that  Sinx  is best  known
for  its  Bluepoint  Linux Operating System.  Bluepoint Linux Software Corp.(the
"Company"  or,  "Corporation"),  presently  has  executive  offices  at:  A1406,
Electronics  Science  &  Technology building, 2070 Shennan zhong Road, Shenzhen,
Guangdong  518031,  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 nine-month period ended December 31, 2000 with the period
from  September  3,  1999  (data  of  inception)  to  March  31,  2000:


                             Nine months                  From September 3, 1999
                       ended December 31, 2000               to March 31, 2000
                       -----------------------            ----------------------
Net  sales                   303,622                             62,613
----------                   -------                             ------


Net  sales  were  derived  principally from "Bluepoint Linux" software packages,
service  fees  from  software  development  of  "Bluepoint  Embedded"  embedded
system,providing  training service to enterprise customers, licensing "Bluepoint
Linux"  to  PRC  original  equipment  manufacturers  of  personal  computers and
providing  linux  application  solution  to  enterprise  customers.

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

On October 1, 2000, 100,000 shares of common stock of the Company were issued to
an employee for services rendered.  The market value of the issued stock at that
date  was  $2.39 per share.  Expense was recorded based on the fair value of the
stock at date of issuance.  $239,000 was recognized as an expense in the current
period.

The  increase  of  costs  in  comparison  with  the  corresponding  periods were
principally attributable to expenditures incurred to support the increase in net
sales  and  technical development, including an increase in staff headcount from
15  as  of  April  1,2000  to  42  as  of  December  31,  2000.

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 2001,  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
Company  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 business.  The Company is developing an embedded
Linux  intelligent  housing  system  for a real estate company.  The Company has
signed  Letters of Intent to develop embedded system for set-top box with Bridge
Group  and  T&W  Electronics(ShenZhen)  Co.,  Ltd.  The  Company  also  signed
agreements  with  Great  Wall  Computer  Co.,  Ltd  and Shenzhen Launch Computer
Co.,Ltd  respectively to provide and license these two companies embedded system
for PDA products. The Company believes that its set-top box, PDA and intelligent
housing  system  will  start  to generate revenue in the third quarter of  2001.


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 March
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 at
a  discount  to  the  stock price at the time the investment was made and 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.

During  the year ended December 31, 2000, in order to cope with business growth,
the  net  cash  used  in  operating  activities  was  $397,711. Net cash used in
investing  activities  was $83,666 and net decrease in cash and cash equivalents
was $481,377. The decrease in cash and cash equivalents is mainly due to the net
loss  for  $652,972  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 4 of  the
Financial  Statements.

In  order  for  the  Company  to  meet  its  continuing cash requirements and to
successfully  implement  its  growth  strategy, the Company will need to rely on
increased  future revenue and/ or will require additional financing. The Company
hope  that  the  contracts with  Great Wall Computer Co.,Ltd and Shenzhen Launch
Computer  Co.,Ltd,  as  listed below, will start to generate significant revenue
starting  from  the third quarter of 2001. No significant additional expense and
capital  expenditures  are  expected  in  order for the Company to fulfill these
contracts  as  the developments for these contracts are already near completion.
In  the  event 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, 2000

On  January  19th  , 2001, the Company entered into an agreement with Great Wall
Computer  Co.,Ltd  (GW),  Great Wall Building S&T Garden Nanshan Dict, Shenzhen,
China,  to  customize  Bluepoint  Linux  Operating  System  (OS)  for GW, and to
license  GW to pre-install Bluepoint Linux OS  in its PC products and provide GW
with  related  support and service.  On February 28th ,2001, the Company entered
into  another  agreement  with  GW. According to the agreement, the Company will
develop  PDA  operating  system  and related applications for GW's PDA products,
provide  GW  with  Bluepoint  Embedded  Development Kit, provide training to the
technician  of  GW,  license  GW  to  use the Bluepoint PDA operating system and
related  applications  in  its PDA product, provide GW related technical support
and  consultant  service.

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

New  Accounting  Pronouncements

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  133  ("SFAS  No.  133"),  Accounting  for
Derivative  Instruments and Hedging Activities.  SFAS No. 133 requires companies
to  recognize  all  derivative  contracts as either assets or liabilities in the
balance sheet and to measure them at fair value.  If certain conditions are met,
a  derivative  may be specifically designated as a hedge, the objective of which
is  to  match  the  timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability  that  are attributable to the hedged risk or (ii) the earnings effect
of  the  hedged  forecasted  transaction.  For  a derivative not designated as a
hedging  instrument,  the  gain or loss is recognized as income in the period of
change.  SFAS  No.  133  as  amended by SFAS No. 137 is effective for all fiscal
quarters  of  fiscal  years  beginning  after  June 15, 2000.  Historically, the
Company has not entered into derivative contracts either to hedge existing risks
or  for speculative purposes.  Accordingly, the adoption of the standard did not
affect  the  Company's  financial  statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No.  101,  Revenue Recognition in Financial Statements (SAB 101).  SAB
101, as amended, summarizes and clarifies certain existing accounting principles
for  the recognition and classification of revenues in the financial statements.
The  adoption  of  SAB  101  did  not have any 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-10.



                         Bluepoint Linux Software Corp.

                        Consolidated Financial Statements
                               For the period from
                       April 1, 2000 to December 31, 2000
                         and inception to March 31, 2000



                         Bluepoint Linux Software Corp.

                   Index To Consolidated Financial Statements




                                        Pages

 Report of Independent Auditors                                   F-1

 Consolidated Balance Sheets                                      F-2

 Consolidated Statements of Operations                            F-3

 Consolidated Statements of Stockholders' Equity                  F-4

 Consolidated Statements of Cash Flows                            F-5

 Notes  to  Consolidated  Financial  Statements         F-6  to  F-13



<PAGE>




                         Report of Independent Auditors




To  the  Board  of  Directors  of
Bluepoint  Linux  Software  Corp.


We  have audited the accompanying consolidated balance sheets of Bluepoint Linux
Software  Corp.  as  of  December  31,  2000 and March 31, 2000, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  period  from  April 1, 2000 to December 31, 2000 and from September 3, 1999
(date  of inception) to March 31, 2000.  These consolidated financial statements
are  the  responsibility  of  the Companys management.  Our responsibility is to
express  an  opinion  on  these  consolidated  financial statements based on our
audits.

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

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

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 4 to the
financial  statements, the Company has suffered recurring losses from operations
and  has a net capital deficiency that raise substantial doubt about its ability
to  continue  as a going concern.  Management's plans in regard to these matters
are  also  described  in  Note  4.  The  financial statements do not include any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.




BDO  International

Hong  Kong,  February  22,  2001

                                       F-1


<PAGE>


<TABLE>
<CAPTION>


                              Bluepoint Linux Software Corp.

                                Consolidated Balance Sheets

(Expressed  in  US  Dollars)



                                                                December 31,    March 31,
                                                                    2000          2000
<S>                                                                <C>             <C>
ASSETS

Current assets
  Cash and cash equivalents                                    $     159,531   $  640,908
  Accounts receivable                                                 24,650       24,338
  Other receivables, deposits and prepayments (Note 5)                40,913       16,640
  Amounts due from directors (Note 6)                                  5,900        4,420
  Inventories (Note 7)                                                   757        8,110

  Total current assets                                               231,751      694,416

Office equipment, net (Note 8)                                        97,339       30,745

Total assets                                                   $     329,090   $  725,161

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities
  Accounts payable                                             $         362   $    3,937
  Other payables and accrued expenses (Note 9)                       725,855      704,774
  Other taxes payable (Note 10)                                          955          560

  Total current liabilities                                          727,172      709,271


Commitments and contingencies (Note 11)

Shareholders' equity (deficiency)
  Preferred stock, par value $0.001 per share;
    20,000,000 shares authorized; none issued or outstanding
  Common stock, par value $0.001 per share;
    80,000,000 shares authorized; 20,000,000 and
    20,100,000 shares issued and outstanding, respectively            20,100       20,000
  Additional paid-in capital                                         243,086        4,186
  Accumulated losses                                                (661,268)      (8,296)

  Total stockholders' equity (deficiency)                           (398,082)      15,890

Total liabilities and stockholders' equity (deficiency)        $     329,090   $  725,161
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-2

<PAGE>


<TABLE>
<CAPTION>


                                               Bluepoint Linux Software Corp.

                                            Consolidated Statement of Operations

(Expressed  in  US  Dollars)


                                               Period From
                                              April 1, 2000
                                               to December
                                                31, 2000       Period From Inception (September 3, 1999) to March 31, 2000
                                             ---------------  -------------------------------------------------------------
<S>                                          <C>                                                                      <C>
Net sales                                    $      303,622   $                                                     62,613

Cost of sales                                       (74,736)                                                       (18,075)

Gross profit                                        228,886                                                         44,538

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

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

Operating loss                                     (659,570)                                                        (8,455)

Interest income                                       6,598                                                            159

Loss before income tax                             (652,972)                                                        (8,296)

Provision for income tax (Note 12)                        -                                                              -

Net loss                                     $     (652,972)  $                                                     (8,296)

Loss per share - basic and diluted           $        (0.03)  $                                                          -

Weighted average common shares outstanding
  - basic and diluted                            20,033,455                                                     20,000,000

</TABLE>


          See accompanying notes to consolidated financial statements.

                                       F-3


<PAGE>


<TABLE>
<CAPTION>


                                      Bluepoint Linux Software Corp.

                       Consolidated Statement of Stockholders' Equity (Deficiency)

(Expressed  in  US  Dollars)





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

Contribution of capital (Note 13)             -             -     24,155                -         24,155

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

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

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

Net loss                                      -             -          -           (8,296)        (8,296)

Balance, March 31, 2000              20,000,000   $    20,000   $  4,186   $       (8,296)  $     15,890

Issuance of shares (Note 15)            100,000           100    238,900                -        239,000

Net loss                                      -             -          -         (645,556)      (652,972)

Balance, December 31, 2000           20,100,000   $    20,100   $243,086   $     (653,852)  $   (390,666)

</TABLE>


          See accompanying notes to consolidated financial statements.

                                       F-4


<PAGE>


<TABLE>
<CAPTION>


                         Bluepoint Linux Software Corp.

                      Consolidated Statement of Cash Flows

                (Decrease)/Increase in Cash and Cash Equivalents

(Expressed  in  US  Dollars)



                                                        Period From            Period From
                                                       April 1, 2000            Inception
                                                        to December        (September 3,1999)
                                                         31, 2000           to March 31, 2000
                                                      ---------------      ------------------
<S>                                                        <C>                    <C>
Cash flows from operating activities
  Net loss                                            $     (652,972)           (8,296)
  Adjustments to reconcile net income to net cash
    (used in)/provided by operating activities
  Depreciation of office equipment                            17,072               628
  Non-cash compensation expenses                             239,000                 -
  Write-off of organizational costs                                -                31
  Changes in:
  Accounts receivable                                           (312)          (24,338)
  Other receivables, deposits and prepayments                (24,273)          (16,640)
  Amounts due from directors                                  (1,480)           (4,420)
  Inventories                                                  7,353            (8,110)
  Accounts payable                                            (3,575)            3,937
  Other payables and accrued expenses                         21,081           104,674
  Other taxes payable                                            395               560

Net cash (used in)/provided by operating activities         (397,711)           48,026

Cash flows from investing activities
  Acquisition of equipment                                   (83,666)          (31,373)

Net cash used in investing activities                        (83,666)          (31,373)

Cash flows from financing activities
  Cash received from a potential investor                          -            600,100
  Contribution of capital in connection with
    reverse acquisition                                            -             24,155

Net cash provided by financing activities                          -            624,255

Net (decrease)/increase in cash and cash equivalents        (481,377)           640,908

Cash and cash equivalents at beginning of period             640,908                  -

Cash and cash equivalents at end of period            $      159,531            640,908

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       F-5

<PAGE>




NOTE  1  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Shenzhen  Sinx  Software  Co.,  Ltd.  ("Sinx")  was  established in the People's
Republic  of  China  (the  "PRC")  on  September  3, 1999 as a limited liability
company.  It  commenced  operations  in  October  1999  and  is  engaged  in the
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 shareholder.  On January 7, 2000,
the  Company effected a 15 for 1 forward split. On January 17, 2000, 100% of the
registered  share  capital  of Sinx was acquired by the Company, in exchange for
15,500,000  shares of the Company's $0.001 par value common stock. After issuing
15,500,000  shares  of  the  common  stock  to  Sinx, the Company has a total of
20,000,000  shares  of  common  stock  issued  and  outstanding.  For accounting
purposes,  the acquisition has been treated as the acquisition of the Company by
Sinx  with Sinx as the acquirer (reverse acquisition).  The historical financial
statements  prior  to  January  17,  2000 are those of Sinx.  All shares and per
share  data  prior  to  the  acquisition have been restated to reflect the stock
issuance  as a recapitalization of Sinx.  On May 10, 2000, Sinx changed its name
to  Bluepoint  Software  (Shenzhen)  Co.,  Ltd.

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.


                                       F-6

NOTE  2  -  SUMMARY  OF  IMPORTANT  ACCOUNTING  POLICIES

Basis  of  Accounting  and  Principles  of  Consolidation

The  consolidated financial statements are prepared in accordance with generally
accepted  accounting  principles in the United States of America and present the
financial  statements  of the Company and its wholly owned subsidiary, Bluepoint
Software  (Shenzhen) Co., Ltd. ("BSCL").  All material intercompany transactions
have  been  eliminated.

Foreign  Currency  Translation  and  Transactions

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

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

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



                                       F-7


NOTE  2  -  SUMMARY  OF  IMPORTANT  ACCOUNTING  POLICIES  -  CONTINUED

Revenue  Recognition

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

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

Revenue  from  provision  of  computer  consultancy  and engineering services is
recognised  when services are rendered in stages as separate identifiable phases
of  a  project  are  completed.

Inventories

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

Cash  and  Cash  Equivalents

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

Equipment  and  Depreciation

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

                                                                Estimated
                                                              useful  life
                                                               (in years)
                                                                ----------

     Computer equipment                                            5
     Office equipment                                              5
     Leasehold improvements                          Over lease term

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


                                       F-8

NOTE  2  -  SUMMARY  OF  IMPORTANT  ACCOUNTING  POLICIES  -  CONTINUED

Project  Costs

All  costs incurred in the provision of computer software solutions are expensed
as  incurred.

Advertising  Costs

All  advertising  costs  incurred in the promotion of the Company's products and
services  are  expensed  as  incurred.

Long-lived  Assets

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

Income  Taxes

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

Fair  Values  of  Financial  Instruments

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

Use  of  Estimates

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


                                       F-9

<PAGE>


NOTE  2  -  SUMMARY  OF  IMPORTANT  ACCOUNTING  POLICIES  -  Continued

New  Accounting  Pronouncements

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No.  133  ("SFAS  No.  133"),  Accounting  for
Derivative  Instruments and Hedging Activities.  SFAS No. 133 requires companies
to  recognize  all  derivative  contracts as either assets or liabilities in the
balance sheet and to measure them at fair value.  If certain conditions are met,
a  derivative  may be specifically designated as a hedge, the objective of which
is  to  match  the  timing of gain or loss recognition on the hedging derivative
with the recognition of (i) the changes in the fair value of the hedged asset or
liability  that  are attributable to the hedged risk or (ii) the earnings effect
of  the  hedged  forecasted  transaction.  For  a derivative not designated as a
hedging  instrument,  the  gain or loss is recognized as income in the period of
change.  SFAS  No.  133  as  amended by SFAS No. 137 is effective for all fiscal
quarters  of  fiscal  years  beginning  after  June 15, 2000.  Historically, the
Company has not entered into derivative contracts either to hedge existing risks
or  for speculative purposes.  Accordingly, the adoption of the standard did not
affect  the  Company's  financial  statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  No.  101,  Revenue Recognition in Financial Statements (SAB 101).  SAB
101, as amended, summarizes and clarifies certain existing accounting principles
for  the recognition and classification of revenues in the financial statements.
The  adoption  of  SAB  101  did  not have any effect on the Company's financial
statements.

Net  Loss  Per  Common  Share

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


NOTE  3  -  FISCAL  YEAR  END  CHANGE

On  February  25,  2000,  as  the  result  of  the reverse acquisition of MAS by
Bluepoint,  and  through  a corporate resolution, the Company changed its fiscal
year  from  March  31  to  December  31.  Accordingly,  the  current  financial
statements  covered  a  period  of  nine  months.  The  nine-month  period ended
December  31,  2000,  is referred to as the transition period. The operations of
Bluepoint  are  shown  as  the  historical  operating  results.

Unaudited financial information for the comparable period from September 3, 1999
(date  of  inception)  to December 31, 1999, is presented in the table below and
includes  any  adjustments  (consisting  of normal, recurring adjustments) which
are,  in  the  opinion  of  management,  necessary  for  a  fair  presentation.



                                      F-10

<PAGE>

NOTE  3  -  FISCAL  YEAR  END  CHANGE  -  Continued

Unaudited  comparable  financial  information:

                                                         September  3,
                                               1999  (date  of  inception)  to
                                                      December 31, 1999
                                                         (unaudited)
                                                         -----------

  Net  sales                                             $  23,027

  Gross  profit                                          $  19,536

  Net  income                                             $  1,015

  Earnings per share - basic and diluted                         -

  Weighted  average  common  shares  outstanding        20,000,000


NOTE  4  -  GOING  CONCERN

As  of  December  31,  2000,  the  Company  has  suffered  accumulated losses of
$661,268.  Historically,  the  Company's major stockholders provided the Company
with  financing  sources.  While  there  is  no  assurance  that funding will be
available,  the  Company  is continuing to actively seek funding to operate as a
going  concern  through  equity  and/or debt financing.  There is an uncertainty
that  management  fund  raising  exercise  will be successful.  The accompanying
financial  statements  do not include any provisions or adjustments, which might
result  from  the  outcome  of  the  uncertainty  discussed  above.


NOTE  5  -  OTHER  RECEIVABLES,  DEPOSITS  AND  PREPAYMENTS

                           December 31,          March 31,
                                2000               2000

Other  receivables         $  1,852              $   716
Utilities  deposits          27,504               15,051
Prepayments                  11,557                  873

                           $ 40,913              $16,640


                                      F-11
<PAGE>

NOTE  6  -  AMOUNTS  DUE  FROM  DIRECTORS

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


NOTE  7  -  INVENTORIES

                                             December 31,          March 31,
                                                2000                  2000

Finished  goods  -  software  packages         $  757              $  8,110


NOTE  8  -  OFFICE  EQUIPMENT,  NET

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

  Computer  equipment       $  79,155          $  24,933
  Other  equipment              8,070              6,440
  Leasehold improvements       27,814                  -

                              115,039             31,373
Less:
 Accumulated  depreciation     17,700                628

                            $  97,339          $  30,745


NOTE  9  -  OTHER  PAYABLES  AND  ACCRUED  EXPENSES

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


NOTE  10  -  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 Company's products.  BT is charged at a rate of 5% on the
revenue  from  software  licensing.


                                      F-12


NOTE  11  -  COMMITMENTS  AND  CONTINGENCIES

Operating  Lease  Commitment

During  the  period  ended  December  31,  2000  and March 31, 2000, the Company
incurred  lease  expenses  amounting  to $35,155 and $4,500 respectively.  As of
December  31,  2000  and  March  31,  2000,  the  Company  had commitments under
non-cancellable  operating  leases expiring within one year amounting to $66,853
and  $12,657  respectively.


NOTE  12  -  INCOME  TAX

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

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

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


NOTE  13  -  CONTRIBUTION  OF  CAPITAL

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


NOTE  14  -  STOCK  PLAN

On  November  30,  2000,  the  stockholders  of  the  Company approved a plan of
stock-based  compensation incentives for employees of the Company.  This 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.


NOTE  15  -  ISSUANCE  OF  SHARES

On October 1, 2000, 100,000 shares of common stock of the Company were issued to
an employee for services rendered.  The market value of the issued stock at that
date  was  $2.39 per share.  Expense was recorded based on the fair value of the
stock at date of issuance.  $239,000 was recognized as an expense in the current
period.

                                      F-13


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

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


                                    PART  III

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

Name                  Age           Position(s)  and  Office(s)
----                  ---           ---------------------------
Yu  Deng               27            President, Chairman of the Board & Director
Zhe  Kang              30            Treasurer,  Vice  President,  Director
Yihuo  Ye              29            Director
Shengmiao  Liao        30            Secretary,  Vice  President,&  Director
Ling  Li               27            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, 2000, was a director,  officer,  or beneficial
owner  of  more  than  ten percent of the Common Stock of the  Company,  and who
failed  to  file on a timely  basis  reports  required  by Section  16(a) of the
Securities  Exchange  Act  of  1934  during  such  fiscal  year.


ITEM  10.  EXECUTIVE  COMPENSATION

      The following table summarizes certain  information  concerning  executive
compensation  paid to or accrued by the Company's chief executive officer during
the  Company's last fiscal year. None of the Company's Executive Officers earned
more  than  $100,000  during the years ended December 31, 2000. All directors of
the  Company  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,     2000  29,397      -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,  2001,  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
20,115,000  shares  of  Common  Stock  issued  on  February  28,  2001.


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          20.87%
6-704,#2  HuaFa  Bei  Road,
Shenzhen,  China

Shengmiao  Liao                           3,750,000  shares          18.64%
602,  B  Building,  HuiYaYuan,
Shenzhen,  China

Zhe  Kang                                 3,150,000  shares          15.66%
Dormitory  of  Shenzhen
Special  Zone  Daily,
Shenzhen,  China

Ling  Li  2,700,000  shares               2,700,000  shares          13.42%
602,  B  Building,  HuiYaYuan,
Shenzhen,  China

YiHuo  Ye                                 1,200,000  shares           5.97%
Floor  18,  HuaRun  Building,
No.8  JianGuoMen  North  St,
Beijing,  China

All  Directors  and                      15,000,000                  74.57%
Officers  as  a  Group

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None.

ITEM  13.  EXHIBITS

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

Exhibit  3.  Amended  Articles  of  Incorporation


                                   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  13  th  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


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