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, 2002

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

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


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

                    (Address of principal executive offices)

       Registrant's telephone number, including area code: 011867552450750

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

     Title of Each Class     Name of Each Stock Exchange on Which Registered
--------------------------------------------------------------------------------

          Common                                    None

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

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

     The  aggregate  market  value of the voting stock held by non-affiliates of
the  Registrant  on  at  February  28,  2003,  was  approximately  $539,000.

     The  number  of  shares held by non-affiliates of Registrant's Common Stock
outstanding  on  February  28,  2003,  was  5,390,000.

     The  Registrant's total revenues for the twelve-month period ended December
31,  2002,  were  $580,032.

<PAGE>



                                TABLE OF CONTENTS


PART  I
-------

ITEM  1.     DESCRIPTION  OF  BUSINESS                                      1

ITEM  2.     DESCRIPTION  OF  PROPERTY                                      2

ITEM  3.     LEGAL  PROCEEDINGS                                             2

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



PART  II
--------

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

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

ITEM  7.     FINANCIAL  STATEMENTS                                          6

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


PART  III
---------

ITEM  9.     DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND
             CONTROL  PERSONS;  COMPLIANCE  WITH  SECTION  16(a)
             OF  THE  EXCHANGE  ACT                                         8

ITEM  10.     EXECUTIVE  COMPENSATION                                      10

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

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS           11

ITEM  13.     EXHIBITS  AND  REPORTS  ON  FORM  8-K                        11

SIGNATURES                                                                 12


                                     PART I


ITEM  1.  DESCRIPTION  OF  BUSINESS

Business  Development

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

     The  business  of  the  Company focused on Linux operating system, embedded
Linux  platform and related service and support. The Company developed the first
true Chinese Linux operating system called Bluepoint.  Bluepoint is very stable,
easy  to  use and offers high performance. It supports multiple languages and is
very suitable for Asian users. The Company also developed Linux operating system
for  embedded  devices  such  as  PDA (personal digital assistant), Set-top box,
Intelligent  housing  system  (called  E-home) and web pad. Up till August 2001,
Bluepoint  was pre-installed in computers by several major computer manufactures
in China, including Great Wall, TCL, and Xiahua Sanbao. Two companies, Yuanzheng
and  Great  Wall, have signed agreement with Bluepoint to use Bluepoint Embedded
Linux  system  in  their  PDA  products.

     On  September  26, 2002 and December 25, 2002, the Company entered into two
separate  technology  development  agreements  with  Launch Tech Company Limited
("Launch") respectively for the development of Linux based software technologies
and  applications  for  Launch's  automotive  diagnostic  solutions and on-board
automotive  computers,  and  such agreements had been successfully completed and
the  solutions  delivered  to Launch. Launch is a listed company in Hong Kong of
which  two  substantial  stockholders  of  the  Company  are  also  substantial
stockholders.

     The Company also entered into a software development contract with Shenzhen
Debole Electronics Development Co., Ltd. ("Debole") whereby the Company provided
Linux based software solutions and technologies to Debole for the development of
its  intelligent  home  device.

Business  of  Issuer

     Bluepoint Linux operating system is a competitor to Microsoft Windows. Just
as  many  of  the  personal  computer  manufacturers  in  the  United States and
elsewhere,  "pre-install"  Microsoft  Windows,  Chinese  companies such as Great
Wall,  TCL, Xiahua, 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,  2002,  the  Company  has  26  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  2002 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 2002.
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, 2002    $0.25   $0.10
                      September 30, 2002   $0.30   $0.10
                      June 30, 2002        $0.45   $0.03
                      March 31, 2002       $0.05   $0.03

Shareholders

     There  were approximately 162 record holders of Common Stock as of December
31,  2002,  holding  a total of 20,485,000 outstanding shares of Common Stock of
which  4,512,000  was  in  the  public  float.

Dividends

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


     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 stock for the $600,100 at $5 per share 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 14,2001, the restricted shares were 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.

     On  May  24,  2002, directors and shareholders Yu Deng, Shengmiao Liao, Zhe
Kang,  Yihuo  Ye  and  Ling  Li  entered  into  a  Stock Purchase Agreement (the
"Agreement")with  Xin  Liu and Jun Liu for the procurement by Mssrs. Xin Liu and
Jun  Liu  of  11,400,000  shares  of  common stock. Pursuant to the terms of the
Agreement,  Xin Liu purchased 1,800,000 shares from Yu Deng, 300,000 shares from
Zhe Kang, 1,200,000 shares from Yihuo Ye, and 2,700,000 shares from Ling Li, for
a  total  acquisition  of  6,000,000  shares  or 29.3% of the outstanding common
stock.  Jun  Liu  purchased  2,550,000  shares from Shengmiao Liao and 2,850,000
shares  from  Zhe  Kang, for a total acquisition of 5,400,000 shares or 26.4% of
the  outstanding  common stock. In consideration for the purchase of the shares,
Mssrs.  Xin  Liu  and  Jun  Liu  paid  the  total  sum  of  1,000,000  Yuan  (or
approximately  USD$121,950.00)  to  the  named  sellers.  In accordance with the
Agreement, the Board of Directors has accepted the resignations of Board members
Zhe  Kang,  Ling Li, and Yihuo Ye. Mssrs. Xin Liu, Jun Liu, and Frank Kwai Shing
have  been  appointed  by the shareholders to fill the three vacant seats of the
Board.


Results  of  Operations

Comparison  between  the  twelve-month  period  ended December 31, 2002 with the
twelve-month  period  ended  December  31,  2001

            Year ended December 31, 2002     Year ended December 31, 2001
            ----------------------------     ----------------------------

  Net sales           580,032                         118,663

Net  sales  were  derived  principally  from the receipt of software development
service  fees  from software development services for corporate customers in the
PRC, which included the development of Linux based software applications and the
licensing  of  "Bluepoint  Linux"  embedded  solutions  to  these customers. The
significant  increase  of  net sales in 2002 was mainly due to the completion of
two  major  Linux  solutions  and software development contracts with Launch and
Debole  for  their  on-board  automotive computers and intelligent home devices,
respectively.  The  directors  expect that the Company will have further similar
contracts  with  Launch  in  2003,  but  also  expect  that these contracts will
contribute  to  a less significant proportion of the Company's total revenues as
the  Company  already  began to distribute its newly developed products, such as
Mailarmor  in  2003.

As  of  December  31,  2002,  the Company had trade receivables of approximately
$314,000,  which  was  solely due from Debole. As the payments of these software
development  assignments  from customers are negotiated on a case by case basis.
The  amount  due  from  Debole  represents two agreements of which approximately
$320,000  has  been agreed in the contract to be settled in two installments. As
at  the  date  of  this  report,  approximately  $121,000 has been received. The
directors  are  of  the  opinion  that  there are no foreseeable difficulties in
recovering  the  amount.

Cost  of  sales and general and administrative expenses consisted of principally
of the salary for program engineers and management staff, depreciation and other
miscellaneous  administrative  expenses.  Cost of sales was reduced by a fund of
$60,386 from the PRC local government authority for the Company's development of
certain  general  Linux  software  technology.

Other  reasons  for  the  decrease  of costs and expenses in comparison with the
previous  corresponding  years  include  the  closure of the Beijing office, the
reduction  of staff salaries, tighter control in expenses and costs and the rent
free  office  premises  provided  by  Launch.

Both  the  increase  of  net  sales and decrease of costs have resulted in a net
profit of approximately USD$298,352, which represented a growth of approximately
220.4%  from  the  previous  corresponding  year.  Since the Company will mainly
retain  its  cash earnings for future operating and investment purposes, no cash
dividends  has  been  declared  for  the  period.

Plan  of  Operations

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

     In  the  year  2003, the Company plans to concentrate on the development of
embedded  "Bluepoint Linux" solutions and related applications. The Company will
significantly  increase its efforts in the development and marketing of embedded
Linux  operating  system  and  embedded  applications  in  three fields, namely,
automotive  technologies,  network  security  and  consumer  electronics.

     If  the  Company  is  successful  in  implementing  its  growth  strategy,
management believes that it can undergo a period of rapid growth. For automotive
technologies,  the  Company will mainly rely on its co-operations with Launch in
developing  ICar,  which  is  an on-board automotive computer to be installed on
automobiles  and  with  the  functions  of  multi-media,  security  and  global
positioning  system. ICar will be mainly marketed to automotive manufacturers in
the  PRC,  which  experienced significant increase in business volumes in recent
years,  through  the  marketing  network  of  Launch.  For network security, the
Company has completed the development of Mailarmor, which is a specialized virus
detection device to be installed at the sever end of corporate customers for the
purpose  detecting  and  filtering e-mail viruses. Mailarmor will be marketed to
system  integrators  and  computer  distributors  in  the  PRC.  For  consumer
electronics,  the  Company  is  continuing  to  develop  e-Home, the intelligent
multi-media  server, and such development is expected to be completed by the end
of  the year. The management believes that these products will start to generate
revenues  in  year  2003.


Capital  Resources  and  Liquidity

During  the  year  ended  December  31, 2002, the net cash provided by operating
activities  was  $25,739.  In  order to cope with business development, net cash
used  in investing activities was $22,555. There was no financing activities and
net  increase  in cash and cash equivalents was $3,184. The increase in cash and
cash  equivalents  is  mainly due to the profit from operations for $298,352 for
the  year.

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

Events  That  Took  Place  Subsequent  to  Fiscal  Year Ending December 31, 2002

No  event  took  place  subsequent  to  fiscal  year  ending  December  31 2002.

New  Accounting  Pronouncements

     In  August  2002,  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, 2002
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.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and Disclosure-an amendment of FASB Statement No. 123".
This  Statement  amends SFAS No. 123, "Accounting for Stock-Based Compensation",
to  provide alternative methods of transition for a voluntary change to the fair
value  based  method  of  accounting  for  stock-based employee compensation. In
addition,  this  Statement amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of  the  method  used  on  reported  results.

     This Statement requires that companies having a year-end after December 15,
2002  follow  the  prescribed  format  and provide the additional disclosures in
their  annual  reports.  In other words, calendar year-end companies must comply
when  issuing  their  2002  annual  reports.  Companies  must  also  provide the
disclosures in their quarterly reports containing condensed financial statements
for  interim  periods  beginning after December 15, 2002 (first quarter 2003 for
calendar  year-end companies). 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.


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 Ended
                                December 31, 2002


                         Bluepoint Linux Software Corp.

                   Index To Consolidated Financial Statements


     Pages
     -----

Independent  Auditor's  Report                                      F-1

Consolidated  Statements  of  Operations                            F-2

Consolidated  Balance  Sheets                                       F-3

Consolidated  Statements  of  Cash  Flows                           F-4

Consolidated  Statements  of  Stockholders'  Equity                 F-5

Notes  to  Consolidated  Financial  Statements                      F-6




Independent Auditors' Report

To the Board of Directors and Stockholders of

Bluepoint Linux Software Corp.



We have audited the accompanying consolidated balance sheets of Bluepoint Linux
Software  Corp. (an  Indiana Corporation) and its subsidiary as of December 31,
2001  and  2002  and  the  related  consolidated  statements  of  operations,
stockholders' equity  and  cash flows for the years ended December 31, 2001 and
2002, 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 auditsin 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, 2001 and 2002 and the results of the operations
and  the cash  flows  for  and  the  years ended December 31, 2001 and 2002, in
conformity with accounting principles generally acceptedin the United States of
America.





MOORES  ROWLAND
Chartered  Accountants
Certified  Public  Accountants
Hong  Kong
March  25,2003



                           Bluepoint Linux Software Corp.

                        Consolidated Statement of Operations

                                                Year Ended      Year Ended
                                             December 31 2001  December 31 2002
                                        Note        US$             US$

Net Sales                                         118,663         580,032
Cost of Sales                                     (95,620)        (81,044)
                                              --------------    --------------

Gross Profit                                       23,043         498,988

Selling Expenses                                  (45,159)         29,163

General and Administrative Expenses              (391,698)       (173,825)
                                              --------------    --------------

(Loss) Profit from Operations                    (413,814)        296,000

Non-Operating Income
  Other Income                                        441           2,352
                                              --------------    --------------

(Loss) Profit before Income Taxes                (413,373)        298,352

Provision for Income Taxes               2(g)        -               -

(Loss) Profit before Extraordinary Item          (413,373)        298,352

Extraordinary Item                       8(b)     506,500            -

Net Income                                         93,127         298,352
                                               =============    =============

(loss) Earnings per share of common stock
before extraordinary item   - Basic      2(i)     (0.020)          0.015
                            - Diluted    2(i)     (0.020           0.015
                                               =============    =============
Earnings per share of common stock, after
extraordinary item          - Basic      2(i)      0.005           0.015
                            - Diluted    2(i)      0.005           0.015
                                               =============    =============
Weighted average number of
  shares outstanding                     2(i)   20,281,164       20,449,630

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




                          Bluepoint Linux Software Corp.
                           Consolidated Balance Sheets

                                         December 31, 2001    December 31, 2002
ASSETS                             Note        US$                  US$

Current assets
Cash and cash equivalents                          310                3,494
Trade receivables                               14,191              314,009
Deposits, prepayments
           and other debtors        3              115                7,554
Due from directors                  4           11,744                 -
                                             -------------       ------------

Total current assets                            26,360              325,057

Property, plant and equipment, net  5           54,494               56,311

Total assets                                    80,854              381,368
                                             =============       ============

LIABILITIES AND STOCKHOLDERS'
  (DEFICIENCY)/EQUITY

Current Liabilities
Trade payable                                    2,476                2,476
Other creditors and accrued charges 6          139,095              101,531
Due to directors                    4           11,268                4,126
Due to a related company            7             -                  44,773
                                              ------------       ------------

Total current liabilities                      152,839              152,906

Stockholders' (deficiency)/equity:
Preferred stock, par value
 of US$0.001 per share
 20,000,000 shares authorized,
 none issued or outstanding                       -                    -
Common stock, par value
 of US$0.001 per share
 80,000,000 authorized;
20,390,000 and 20,485,000 shares
 issued and outstanding as of
 December 31,2001 and 2002 respectively         20,390               20,485
Additional paid in capital                     475,766              477,766
Accumulated losses                            (568,141)            (269,789)
                                             -------------       ------------

Total stockholders' (deficiency)/equity        (71,985)             228,462

TOTAL LIABILITIES AND STOCKHOLDERS'
 (DEFICIENCY)/EQUITY                            80,854              381,368
                                             =============        ===========

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


                       Bluepoint Linux Software Corp
                   Consolidated Statements of Cash Flows

                                              Year Ended         Year Ended
                                           December 31,2001   December 31, 2002
                                                  US$                US$
Cash flows from operating activities
Net income                                        93,127            298,352

Adjustments to reconcile net income to  net
 cash provided by (used in)
 operating activities:
Depreciation                                      21,437             20,738
Non-cash compensation expenses (notes 8a and 8c) 139,370              6,000
Non-cash compensation expense credit upon
 cancellation of shares                            -                 (3,905)
Non-cash extraordinary item (note b)            (506,500)              -
Loss on disposal of property
 plant and equipment                              20,390               -


Changes in working capital:
 Trade receivables                                10,459           (299,818)
 Deposits, prepayments and other debtors          40,798             (7,439)
 Inventories                                         757               -
 Due from directors                               (5,844)            11,744
 Trade payable                                     2,114               -
 Other creditors and accrued charges             (48,001)           (37,564)
 Due to directors                                 11,268             (7,142)
 Due to a related company                           -                44,773
                                              -------------      -------------

Net cash (used in) provided
 by operating activities                         (220,625)           25,739
Cash flows from investing activities
 Proceed from disposal of property, plant
 and equipment                                      5,986              -
 Acquisition of property, plant and equipment      (4,968)          (22,555)
                                               ------------      -------------

Net cash provided by (used in) investing
 activities                                         1,018           (22,555)
                                               ------------      -------------

Net cash flows from financing activities
 Advance from the local government (note 6)        60,386              -
                                               ------------       ------------

Net (decrease) increase in cash
 and cash equivalents                            (159,221)            3,184

Cash and cash equivalents at beginning of year    159,531               310
                                               ------------       ------------

Cash and cash equivalents at end of year              310             3,494
                                               ============       ============

Non-cash financing activities
Issuance of shares to employees (notes 8a and 8c) 139,370             6,000
Cancellation of shares                               -               (3,905)
Issuance of shares to an investor (note 8b)        93,600              -
                                               -----------        ------------
                                                  232,970             2,095

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



                        Bluepoint Linux Software Corp.
              Consolidated Statements of Stockholders' Equity

                                             Additional
                                               paid in     Accumulated
                            Common Stock       Capital       losses      Total
                          ----------------   -----------    ---------    -----
                   Note   Number       US$       US$           US$        US$

Balance as of
 January 1, 2001         20,100,000   20,100   243,086     (661,268)  (398,082)
Issuance of shares
 to employees      8(a)      170,000     170   139,200         -       139,370
Issuance of shares
 to an investor    8(b)      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)

Issuance of shares
 to employees      8(c)     100,000       100    5,900         -         6,000
Cancellation of shares      (5,000)        (5)  (3,900)        -        (3,905)
Net Income                    -            -      -         298,352    298,352
                         -----------   -------  -------     ---------  -------
Balance as of
 December 31, 2002       20,485,000    20,485   477,766    (269,789)   228,462
                         ===========   =======  =======     =========  =======



                         Bluepoint Linux Software Corp.
                  Notes to Consolidated Financial Statements



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)    TRADE RECEIVABLES, ALLOWANCE FOR UNCOLLECTIBLE DEBTS AND BAD DEBT EXPENSE
Accounts receivable  are  stated at the amount billed to customers. The Company
provides an  allowance  for  doubtful accounts, which is based upon a review of
outstanding  receivables,  historical  collection  information,  day-to-day
knowledge of specific customers and existing economic conditions. Payment terms
of trade receivables  are  based on  negotiation with individual customers, but
usually within  90 days  after issuance of invoices. Delinquent receivables are
written off  based  on  individual credit evaluation and specific circumstances
of  the  customer.  Changes  in  the  allowances for uncollectible accounts are
recorded as bad  debt  expense  and  included  in  general  and  administrative
expense.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

D)     PROPERTY,  PLANT  AND  EQUIPMENT  AND  DEPRECIATION
Property,  plant  and equipment are stated at cost less accumulated depreciation
and  impairment  loss.

The  cost of an asset comprises its purchase price and any directly attributable
costs  of  bringing  the asset to its present working condition and location for
its  intended  use.  Expenditures  incurred  after the assets have been put into
operation,  such  as  repairs  and  maintenance and overhaul costs, are normally
recognized as an expense in the period in which they are incurred. In situations
where  it  can  be  clearly demonstrated that the expenditure has resulted in an
increase in the future economic benefits expected to be obtained from the use of
the  assets,  the  expenditure  is  capitalized.

When  assets  are  sold or retired, their costs and accumulated depreciation are
eliminated  from the accounts and any gain or loss resulting from their disposal
is  included  in  the  statement  of  operations.

Depreciation  is provided to write off the cost of property, plant and equipment
over  their  estimated  useful  lives  from  the date on which they become fully
operational and after taking into account their estimated residual values, using
the  straight-line  method  at  the  following  rates  per  annum:

Leasehold  improvements          Over  the  lease  term
Computer  equipment          20%
Office  equipment          20%

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.

E)     REVENUE  RECOGNITION
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.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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  profitable year, after the previous losses being recovered, of operations
and thereafter will be entitled to 50% relief from the PRC enterprise income tax
for  the  following  three  years.  Since  the  previous  losses  have  not been
completely  recovered  from  the  profit  made  in  2002  , it is within the tax
exemption  period and therefore no taxation for the PRC enterprise income tax is
provided  for  the  years.

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  were  no temporary differences 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 years.

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

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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  years.

     Diluted  earnings  per  share is computed by dividing earnings available to
common  stockholders  by  the  weighted average number of shares of common stock
outstanding  adjusted  to reflect potentially dilutive securities. There were no
potentially  dilutive  securities  outstanding  during  any  of  the  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 the statements of operations as
incurred.

L)     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS
In  August 2002, 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, 2002
and  is  to be 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.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation-Transition  and Disclosure-an amendment of FASB Statement No. 123".
This  Statement  amends SFAS No. 123, "Accounting for Stock-Based Compensation",
to  provide alternative methods of transition for a voluntary change to the fair
value  based  method  of  accounting  for  stock-based employee compensation. In
addition,  this  Statement amends the disclosure requirements of SFAS No. 123 to
require  prominent  disclosures  in both annual and interim financial statements
about  the  method  of  accounting for stock-based employee compensation and the
effect  of  the  method  used  on  reported  results.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

L)     RECENTLY  ISSUED  ACCOUNTING  PRONOUNCEMENTS  (CONTINUED)
     This Statement requires that companies having a year-end after December 15,
2002  follow  the  prescribed  format  and provide the additional disclosures in
their  annual  reports.  In other words, calendar year-end companies must comply
when  issuing  their  2002  annual  reports.  Companies  must  also  provide the
disclosures in their quarterly reports containing condensed financial statements
for  interim  periods  beginning after December 15, 2002 (first quarter 2003 for
calendar  year-end companies). 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.     DEPOSITS,  PREPAYMENTS  AND  OTHER  DEBTORS

                                                      AS OF DECEMBER 31,
                                                      ------------------
                                                      2001          2002
                                                       US$          US$

Prepayment                                             -          4,026
Other  debtors                                        115         3,528

                                                      115         7,554


4.     DUE  FROM  DIRECTORS  /  DUE  TO  DIRECTORS

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


5.     PROPERTY,  PLANT  AND  EQUIPMENT,  NET

                                                      AS OF DECEMBER 31,
                                                      ------------------
                                                      2001          2002
                                                       US$          US$

Computer  equipment                                  54,047       72,762
Other  equipment                                      6,440        7,692
Leasehold  improvements                              27,814       30,402
Less:  Accumulated  depreciation                    (33,807)     (54,545)

Net  book  value                                     54,494       56,311


6.     OTHER  CREDITORS  AND  ACCRUED  CHARGES

Included  in  other creditors and accrued charges as of December 31, 2001 was an
advance  from  local  government authority in the PRC amounting to US$60,386 for
development  of  certain  general  embedded  Linux  software technologies of the
Group.  The  advance  is unsecured, interest-free and repayable in one year from
August  2001.  If  the  Group  completes the development with success, the local
government  will  waive  the  repayment  from the Group. The Group considers the
development  to be completed successfully and therefore recognized the amount as
a  reduction  to  the  cost  of  sales  for  the  year.


7.     DUE  TO  A  RELATED  COMPANY

     The  amount  due  is  unsecured,  interest-free  and has no fixed repayment
terms.


8.     ISSUANCE  OF  SHARES

a)     On  February  27,  2001, March 14, 2002 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  2001.

b)     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  2001  with  US$120  as  share  capital  and  US$93,480 as additional paid-in
capital.

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

9.     SUPPLEMENTAL  INFORMATION

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

                                       Year  ended                Year  Ended
                                    December 31, 2001          December 31, 2002
                           NOTE            US$                       US$

Interest income             a              441                       36
PRC Business Tax            b            4,437                   30,850
Advertising and
 marketing expenses         c             -                         528
Bad debts written off       d           24,348                     -
Loss on disposal of
 property, plant and
 equipment                  d           20,390                     -
Rental expenses under
 operating leases           d           88,033                     -

a)     Interest  income  is  included  in  "Other  income".

b)     PRC  Business  Tax  is  included  as  a  reduction  of  sales.

c)     Advertising  and  marketing  expenses are included in "Selling expenses".

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".


10.     RELATED  PARTY  TRANSACTIONS

     During  the  year  ended  December  31,  2002,  the Group provided software
application  solutions  to  a related company of which the major shareholders of
the  Company  are also shareholders amounting to US$291,054, net of PRC Business
tax


11.     STOCK  BASED  COMPENSATION  PLAN

     On  November  30,  2001, the stockholders of the Company approved a plan of
stock-based  compensation  incentives  for employees of the Company. The plan is
known  as  "Bluepoint  Linux Software Corp. Employee Benefit Plan" (the "Plan").
The  Company  shall designate 400,000 shares of common stock for awards pursuant
to  this  Plan. There is no guarantee that all 400,000 shares will be issued. As
of December 31, 2002, 365,000 shares in respect of this stock-based compensation
incentives  have  been  issued.

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

<PAGE>


12.     OPERATING  RISKS

     (a)     Concentration  of  credit  risk
     The  Group provides and designs embedded Linux solutions and other software
application  solutions.  Concentration of accounts receivable as of December 31,
2001  and  December  31,  2002  are  as  follows:


                                                     As of
                                                     -----
                                    December 31, 2001          December 31, 2002
                                    -----------------          -----------------
                                            %                           %

Customer A                                 85                          100
Customer B                                 14                            -
Customer C                                  -                            -

                                           99                          100



     Credit  risk represents the accounting loss that would be recognized at the
reporting  date  if  counterparties  failed completely to perform as contracted.
Concentration  of  credit  risk (whether on or off balance sheet) arose from the
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  years.

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 563The
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)
----                   ---     ---------------------------
Xin  Liu               34      Directors
Yu  Deng               28      President,  Director
Frank  K.  Shing       28      Director
Jun  Liu               32      Director
Shengmiao  Liao        31      Secretary,  Vice  President,&  Director

MR.  XIN  LIU,  AGE  34,  Director

Mr.  Liu  obtained Bachelor of Science degree in physics from ChengDu Technology
University  in  1990.  From  1990  to  1992,  he  was employed as a secretary of
director by GuiLin Holiday Hotel. In 1992, he founded Launch Tech Co., Ltd. From
1992  to present, he has served as the Chairman of the Board of Launch Tech Co.,
Ltd.  Launch  is  a  leading  manufacturer  of  vehicle  diagnose,  repair  and
maintenance  equipment  in  China.

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

MR.  JUN  LIU,  AGE  32,  DIRECTOR

Mr.  Jun  Liu  obtained  Bachelor of Science degree in electronics from Tsinghua
University  in 1992. From 1992 to 1993, he was employed by ShenZhen Shangda Tech
&  Electron Co., Ltd. From 1993 to present, he has been the co-founder, director
and  general  manager  of  Launch  Tech  Co.,  Ltd.

MR.  FRANK  KWAI  SHING,  AGE  28,  Director

Mr. Frank Kwai Shing obtained a bachelor degree in economics and philosophy from
Clark  University  in  the  United  States. He has acquired more than four years
experience  in  corporate finance with a regional investment banking corporation
in Hong Kong, where he is specialized in the fields of initial public offerings,
private  equity  placement  and mergers and acquisitions, and is responsible for
assisting state and privately owned corporations in the PRC to raise capitals in
the international capital market. He obtained a bachelor degree in economics and
philosophy  from  Clark  University  in  the  United  States.

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 - 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.

<PAGE>

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, 2002. Yu Deng,and
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
                 comp.       awards
Yu  Deng,
President  2002  36,275        0        0        0          0      0        0


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

Security  Ownership  of  Certain  Beneficial  Owners  and  Management

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


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

Yu  Deng
6-704,#2 HuaFa Bei Road,
 Shenzhen, China                     2,400,000 shares               11.7%

Shengmiao  Liao
 602, B Building, HuiYaYuanar,
 Shenzhen, China                     1,200,000 shares                5.9%

Xin  Liu(4)
8F.,  Xinyang  Building,  Bagua
 4th  Road Futian District,
 Shenzhen, P.R. China                6,000,000 shares               29.3%

Jun  Liu(4)
8F.,  Xinyang  Building,  Bagua
 4th  Road Futian District,
 Shenzhen, P.R. China                5,400,000 shares               26.4%

Frank  Kwai  Shing(4)
     30/F., Two Pacific Place,
 88 Queensway, Hong Kong                     0 shares                0.0%

All Directors and
 Officers as a Group                 15,000,000                     73.3%

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

None.


                                   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  25th  day  of  March,  2002.

Bluepoint  Linux  Software  Corp.

By:/s/  Xin  Liu
 Xin  Liu,  Director

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

By:/s/  Frank  Shing
 Frank  Shing,  Director

By:/s/  Jun  Liu
 Jun  Liu,  Director

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





                             CERTIFICATIONS  PURSUANT  TO
                             18  U.S.C.  SECTION  1350,
                             AS  ADOPTED  PURSUANT  TO
                  SECTION  906  OF  THE  SARBANES-OXLEY  ACT  OF  2002

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

     (1)  The  Report  fully  complies  with the requirements of section 3(a) or
15(d)  of  the  Securities  and  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.


                                    /s/  Yu  Deng
                                    -----------------------
                                    By:  Yu  Deng
                                    Chief  Executive  Officer
                                    March  15,  2003

In  connection  with  the  Annual  Report  of  Bluepoint  Linux  Software  Corp.
(the  "Company") on Form 10-KSB for the period ending December31, 2002, as filed
with  the  Securities and Exchange Commission on the date hereof (the "Report"),
I,  Ying  Zeng,  Chief  Financial  Officer  of  the  Company,  certify, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley  Act  of  2002,  that:

     (1)  The  Report  fully  complies  with the requirements of section 3(a) or
15(d)  of  the  Securities  and  Exchange  Act  of  1934;  and

     (2)  The  information  contained  in  the  Report  fairly  presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company.

                                    /s/  Ying  Zeng
                                    -------------------------
                                    By:  Ying  Zeng
                                    Chief  Financial  Officer
                                    March  15,  2003