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

                                 FORM 10-KSB

[x]           ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended  - December 31, 2000

                                       OR

[ ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                          For the transition period from

                         Commission file number 0-28983

                            MAS ACQUISITION XXXIX CORP.
                  (Name of Small Business Issuer in its charter)



                  Indiana                               35-2089917
      (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization


      17 N. Governor St., Evansville, Indiana           47711
      (Address of principal executive offices)         (Zip Code)

      Issuer's telephone number: (812) 425-1050

      Securities registered under Section 12(b) of the Exchange Act: None

      Securities registered under Section 12(g) of the Exchange Act:

                      Common Stock, $.001 par value per share
                                    (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
     Section 13 or 15(D) of the Exchange Act during the past 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 [   ]

     Check if there is no disclosure of delinquent filers in response to Item
     405 of Regulation S-B is not contained in this form, and no disclosure
     will 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.  [   ]

     State issuer's revenues for its most recent fiscal year. $ -0-

     State the aggregate market value of the voting stock held by non-
     affiliates computed by reference to the price at which the stock was sold,
     or the average bid and asked prices of such stock, as of a specified date
     within the past 60 days. (See definition of affiliate in Rule 12b-2 of the
     Exchange Act): $ -0-

     Note: If determining whether a person is an affiliate will involve an
     unreasonable effort and expense, the issuer may calculate the aggregate
     market value of the common equity held by non-affiliates on the basis of
     reasonable assumptions, if the assumptions are stated.

     (ISSUER INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

     Check whether the issuer has filed all documents and reports required to
     be filed by Section 12, 13 or 15(d) of the Exchange Act after the
     distribution of securities under a plan confirmed by a court.
     [   ] Yes [   ] No

                      (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the issuer's classes of
     common equity, as of the latest practicable date: 8,272,400 as of
     December 31, 2000.

                          Documents Incorporated by Reference

     If the following documents are incorporated by reference, briefly describe
     them and identify the part of the Form 10-KSB (e.g., Part I, Part II,
     etc.) into which the documents is incorporated: (1) any annual report to
     security holders; (2) any proxy or information statement; and (3) any
     prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of
     1933 ("Securities Act"). The listed documents should be clearly described
     for identification purposes (e.g., annual report to security holders for
     fiscal year ended December 24, 1990): None

     Transitional Small Business Disclosure Format (Check one):
     Yes [   ]; No [ x ]

<PAGE>
                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

BUSINESS DEVELOPMENT

     MAS Acquisition XXXIX Corp. (the "Company"), was incorporated on January
6, 1997 in the State of Indiana, to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.  Pursuant to
the Articles of Incorporation, the Company is authorized to issue 80,000,000
shares of Common Stock at $.001 par value and 20,000,000 shares of Preferred
Stock at $.001 par value. Each holder of the Common Stock shall be entitled to
one vote for each share of Common Stock held. The Preferred Stock may be
divided into Series or Classes by the management of the Company upon the
approval of a majority vote of the Directors of the Company.

     The Company has been in the developmental stage since inception and has no
operations to date. Other than the issuance of shares to its shareholders, the
Company never commenced any operational activities.  As such, the Company can
be defined as a "shell" company, whose sole purpose at this time is to locate
and consummate a merger or acquisition.

     The Company became a reporting company in March, 2000 on a voluntary basis
by filing a registration statement on Form 10-SB. The Company automatically
becomes a reporting company 60 days after the filing of Form 10-SB. The purpose
of filing Form 10-SB is because the primary attraction of the Company as a
merger partner or acquisition vehicle is its status as a reporting public
company.  Any business combination or transaction may potentially result in a
significant issuance of shares and substantial dilution to present stockholders
of the Company.

     The proposed business activities described herein classify the Company as
a "blank check" company.  Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions.  Management does not intend to undertake any offering
of the Company's securities, either debt or equity, until such time as the
Company has successfully implemented its business plan described herein.

<PAGE>

GENERAL BUSINESS PLAN

     The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation.  The Company will not restrict its search
to any specific business, industry, or geographical location and the Company
may participate in a business venture of virtually any kind or nature.  This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for
and enter into potential business opportunities.  Management anticipates that
it may be able to participate in only one potential business venture because
the Company has nominal assets and limited financial resources. This lack of
diversification should be considered a substantial risk to shareholders of the
Company because it will not permit the Company to offset potential losses from
one venture against gains from another.

     The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly-owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.

     The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky.  Due to general
economic conditions, rapid technological advances being made in some industries
and shortages of available capital, management believes that there are numerous
firms seeking the perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes), for all shareholders and
other factors.  Potentially, available business opportunities may occur in many
different industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such business
opportunities extremely difficult and complex.

<PAGE>

     The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets.  However, management believes the Company will be able to offer owners
of acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering.  The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents.  The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
Nevertheless, the officers and directors of the Company have not conducted
market research and are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the owners of a
business opportunity.

     The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company. Aaron Tsai,
President of the Company will be the key person in the search, review and
negotiation with potential acquisition or merger candidates. Management intends
to concentrate on identifying preliminary prospective business opportunities
which may be brought to its attention through present associations of the
Company's officers and directors, or by the Company's shareholder.  In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
of acceptance of products, services, or trades; name identification; and other
relevant factors.  Officers and directors of the Company do not expect to meet
personally with management and key personnel of the business opportunity as
part of their investigation due to lack of capital. To the extent possible, the
Company intends to utilize written reports and investigation to evaluate the
above factors.  The Company will not acquire or merge with any company for
which audited financial statements cannot be obtained within a reasonable
period of time after closing of the proposed transaction.

<PAGE>

     The officers of the Company will rely primarily upon their own efforts in
accomplishing the business purposes of the Company. The Company may from time
to time utilize outside consultants or advisors to effectuate its business
purposes described herein. No policies have been adopted regarding use of such
consultants or advisors, the criteria to be used in selecting such consultants
or advisors, the services to be provided, the term of service, or regarding the
total amount of fees that may be paid. However, because of the limited
resources of the Company, it is likely that any such fee the Company agrees to
pay would be paid in stock and not in cash.

     The Company will not restrict its search for any specific kind of firms,
but may acquire a venture which is in its preliminary or development stage,
which is already in operation, or in essentially any stage of its corporate
life.  It is impossible to predict at this time the status of any business in
which the Company may become engaged, in that such business may need to seek
additional capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.

     It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Our parent company, MAS
Capital Inc. and Aaron Tsai, President of our Company agreed to pay all
expenses until a business combination is effected, without repayment.

ACQUISITION OF OPPORTUNITIES

     In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity.  It may
also acquire stock or assets of an existing business.  On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company.  In addition, the
Company's directors may, as part of the terms of the acquisition transaction,
resign and be replaced by new directors without a vote of the Company's
shareholders or may sell their stock in the Company. Any and all such sales
will only be made in compliance with the securities laws of the United States
and any applicable state.

<PAGE>

     It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws.  In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, of which there can
be no assurance, it will be undertaken by the surviving entity after the
Company has successfully consummated a merger or acquisition and the Company is
no longer considered a "shell" company.  Until such time as this occurs, the
Company does not intend to register any additional securities.  The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.

     While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so-called "tax-free" reorganization
under Sections 368(a)(1) or 351 of the Internal Revenue Code (the "Code").  In
order to obtain tax-free treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the voting stock of the
surviving entity.  In such event, the shareholders of the Company, would retain
less than 20% of the issued and outstanding shares of the surviving entity,
which would result in significant dilution in the equity of such shareholders.

     As part of the Company's investigation, officers and directors of the
Company may personally meet with management and key personnel, may visit and
inspect material facilities, obtain analysis of verification of certain
information provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of the Company's
limited financial resources and management expertise. The manner in which the
Company participates in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the Company and other parties,
the management of the opportunity and the relative negotiation strength of the
Company and such other management.

     With respect to any merger or acquisition, negotiations with target
company management is expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company.  Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition.  The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets.  Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

<PAGE>

     The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms of closing and
the conditions which must be satisfied by each of the parties prior to and
after such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth
remedies on default and will include miscellaneous other terms.

     As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction.  The
Company is subject to all of the reporting requirements included in the 1934
Act. Included in these requirements is the affirmative duty of the Company to
file independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K (or 10-KSB, as applicable).

     The Company does not intends to provide the Company's security holders
with any complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

COMPETITION

     The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities.  There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company.  In view of the Company's combined extremely limited financial
resources and limited management availability, the Company will continue to be
at a significant competitive disadvantage compared to the Company's
competitors.

<PAGE>

IITEM 2. DESCRIPTION OF PROPERTY.

     The Company has no properties and has no agreements to acquire any
properties. The Company currently uses the offices of its parent company, MAS
Capital Inc., at no cost. MAS Caital Inc. has agreed to continue this
arrangement until we effect a merger or acquisition.

ITEM 3. LEGAL PROCEEDINGS.

     None.

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

     No matters were submitted during the calendar year covered by this report
to a vote of security holders.
<PAGE>

                                PART II

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

(a)  Market Information.

     There is not market for the Company's securities.

(b)  Holders.

     As of December 31, 2000, there were approximately 151 holder of the
Company's Common Stock.

(c)  Dividends.

     The Company has never paid a cash dividend on its Common Stock and has no
present intention to declare or pay cash dividends on the Common Stock in the
foreseeable future.  The Company intends to retain any earnings which it may
realize in the foreseeable future to finance its operations.  Future dividends,
if any, will depend on earnings, financing requirements and other factors.

<PAGE>

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

     The following discussion should be read in conjunction with the
information contained in the financial statements of the Company and the Notes
thereto appearing elsewhere herein.

Results of Operations - January 6, 1997 (Inception) through December 31, 2000.

     The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7.  There have been no
operations since incorporation.

Liquidity and Capital Resources.

     The Company has 8,272,400 shares of its Common Stock outstanding.
The Company has no operating history and no material assets.  The Company
has $-0- in cash as of December 31, 2000.

ITEM 7.  FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
                                                              Page
<S>                                                           <C>
     Report of Independent Auditors                           F-1
     Balance Sheet at December 31, 2000                       F-2
     Statements of Operations for the Years ended
        December 31, 2000 and 1999, and the
        period from Inception (January 6, 1997) to
        December 31, 2000                                     F-3
     Statement of Changes in Stockholders' Equity
        for the period from Inception (January 6, 1997),
        through December 31, 2000                             F-4
     Statements of Cash Flows for the Years ended
        December 31, 2000 and 1999, and the
        period from Inception (January 6, 1997) to
        December 31, 2000                                     F-5
     Notes to Financial Statements                            F-6
</TABLE>

<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
MAS Acquisition XXXIX Corp.

We have audited the accompanying balance sheet of MAS Acquisition XXXIX Corp.
(a development stage Company) as of December 31, 2000, and the related
statements of operations, changes in stockholders' equity, and cash flows for
each of the years ended December 31, 2000 and 1999, and the period from January
6, 1997 (date of inception) to December 31, 2000. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 financial statements referred to above present fairly, in
all material respects, the financial position of MAS Acquisition XXXIX Corp.
(a development stage Company) as of December 31, 2000, and the results of its
operations, and its cash flows for each of the years ended December 31, 2000
and 1999, and the period from January 6, 1997 (date of inception) to December
31, 2000 in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 the Company has
been in the development stage since inception. The Company's continued existence
is dependent upon the ability to meet future financing requirements, and the
success of future operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

/s/ Stark Tinter & Associates, LLC
Stark Tinter & Associates, LLC
Certified Public Accountants

Denver, Colorado
January 8, 2001

                                     F-1
<PAGE>

                           MAS Acquisition XXXIX Corp.
                        (A Development Stage Company)
                                Balance Sheet
                              December 31, 2000

<TABLE>
<CAPTION>
                                 Assets

<S>                                                          <C>
Current assets:
  Total current assets                                       $      -
                                                             ========

Liabilities and Stockholders' Equity

Current liabilities:
  Total current liabilities                                  $      -
                                                             --------
Stockholders' equity:
Preferred stock, $.001 par value
   20,000,000 shares authorized,
   none issued or outstanding                                       -
Common stock, $.001 par value,
   80,000,000 shares authorized,
   8,272,400 shares issued and
   outstanding                                                    111
   Paid in capital                                                600
Deficit accumulated during the
   development stage                                             (711)
                                                             ---------
     Total liabilities and stockholders' equity              $      -
                                                             =========
</TABLE>





          Read the accompanying notes to the financial statements.

                                     F-2
<PAGE>



                         MAS Acquisition XXXIX Corp.
                       (A Development Stage Company)
                         Statements of Operations
             For the Years Ended December 31, 2000 and 1999 and
      the Period From Inception (January 6, 1997) to December 31, 2000

<TABLE>
<CAPTION>
<S>                                            <C>              <C>             <C>
                                                 Year             Year           Inception
                                                 Ended            Ended              to
                                               December 31,     December 31,    December 31,
                                                 2000              1999             2000
                                               ------------     ------------    ------------
Revenue                                        $        -       $       -       $       -

Costs and expenses:
 General and Administrative                           636              18             711
                                               -----------      ----------      ----------
   Net (loss)                                  $     (636)      $     (18)      $    (711)
                                               ===========      ==========      ==========
Per share information:

 Weighted average number
 of common shares
 outstanding - basic and fully diluted          8,458,025        8,519,825       8,501,243
                                               ===========      ===========     ============
 (Loss) per share - basic and fully diluted    $     (.00)       $    (.00)      $    (.00)
                                               ===========      ===========     ============
</TABLE>







            Read the accompanying notes to the financial statements.

                                     F-3
<PAGE>


                         MAS Acquisition XXXIX Corp.
                       (A Development Stage Company)
                 Statement of Changes in Stockholders' Equity
           For the Period From (Inception) January 6, 1997, through
                             December 31, 2000

<TABLE>
<CAPTION>
<S>                         <C>         <C>      <C>       <C>                  <C>
                                                           Deficit Accumulated
                                                 Paid in        During the
                                Common Stock     Capital    Development Stage   Total
                              ----------------   -------   -------------------  -----
                              Shares    Amount

Shares issued at inception
 for intangible asset
 aggregating $90            8,500,000   $   90    $    -      $     -           $  90
Shares issued for
 services at $.001
 per share during
 January, 1997                    500        1         -            -               1
Gift shares issued
 during March, 1997 at
 $.001 per share                7,750        8         -            -               8
Net (loss) for the year             -        -         -          (27)            (27)
                            ---------   ------     -----    ----------          ------
Balance December 31, 1997   8,508,250       99                    (27)             72
Shares issued for
 services at $.001
 per share during
 September, 1998                  750        1         -            -               1
Gift shares issued
 during September, 1998 at
 $.001 per share               10,800       11         -            -              11
Net (loss) for the year             -        -         -          (30)            (30)
                            ---------   ------     -----    ----------          ------
Balance December 31, 1998   8,519,800      111         -          (57)             54
Shares issued for
 services at $.001
 per share during
 October, 1999                    100        -         -            -               -
Net (loss) for the year             -        -         -          (18)            (18)
                            ---------   ------     -----    ----------          ------
Balance December 31, 1999   8,519,900      111         -          (75)             36
Shares returned and
 cancelled                   (247,500)       -         -            -               -
Contribution of operating
 expenses to paid in
 capital                            -        -       600            -             600
Net (loss) for the year             -        -         -         (636)           (636)
                            ---------   ------     -----    ----------          ------
Balance December 31, 2000   8,272,400   $  111     $ 600     $   (711)          $   -
                            =========   ======     ======    =========          ======
</TABLE>








          Read the accompanying notes to the financial statements.

                                     F-4
<PAGE>


                           MAS Acquisition XXXIX Corp.
                         (A Development Stage Company)
                           Statements of Cash Flows
               For the Years Ended December 31, 2000 and 1999, and
        the Period From Inception (January 6, 1997) to December 31, 2000

<TABLE>
<CAPTION>
<S>                                             <C>            <C>           <C>
                                                    Year          Year        Inception
                                                    Ended         Ended          to
                                                 December 31,  December 31,  December 31,
                                                    2000          1999          2000
                                                -----------    -----------   ------------
Cash flows from operating activities:
  Net (loss)                                    $     (636)    $    (18)     $      (711)
Adjustments to reconcile net (loss) to net cash
 provided by (used in) operating activities:
  Contribution of expenses to paid in capital          600            -              600
  Amortization                                          36           18               90
  Issuance of common stock for services                  -            -                2
  Gift shares issued                                     -            -               19
                                                -----------    -----------   ------------
Net cash provided by (used in)
  operating activities                                   -            -                -
                                                -----------    -----------   ------------
Cash flows from investing activities:
Net cash provided by (used in)
  investing activities                                   -            -                -
                                                -----------    -----------   ------------
Cash flows from financing activities:
Net cash provided by (used in)
  financing activities                                   -            -                -
                                                -----------    -----------   ------------
Net increase (decrease) in cash and
  cash equivalents                                       -            -                -
                                                -----------    -----------   ------------
Beginning cash and cash equivalents                      -            -                -
                                                -----------    -----------   ------------
Ending cash and cash equivalents                $        -     $      -      $         -
                                                ===========    ===========   ============

Supplemental disclosure of cash flow information:

 Cash paid for: Income taxes                    $        -     $      -      $         -
                Interest                        $        -     $      -      $         -

Supplemental schedule of non-cash investing and financing  activities:

 Common shares issued for intangible asset      $        -     $      -      $        90
</TABLE>





          Read the accompanying notes to the financial statements.

                                     F-5
<PAGE>



                            MAS Acquisition XXXIX Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2000

Note 1. SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on January 6, 1997, in the State of Indiana. The
Company is in the development stage and its intent is to locate suitable
business ventures to acquire. The Company has had no significant business
activity to date and has chosen December 31, as a year end.

Blank Check Companies

The Securities and Exchange Commission ("SEC") has issued guidance on whether
the commencement of a trading market for blank check companies constitutes a
distribution in violation of the registration requirements of the Securities
Act.

It is the SEC's view, that both before and after the business combination with
an operating entity the promoters or affiliates of blank check companies are
underwriters of the securities issued. Accordingly, the securities can only be
resold through registration under the Securities Act.

The Company has not yet determined the impact that the SEC's position will have
on its future operations.

Cash and cash equivalents

Cash and cash equivalents consist of cash and other highly liquid debt
instruments with an original maturity of less than three months.

Intangible assets

The cost of intangible assets is amortized using the straight line method over
the estimated useful economic life of five years. During the year ended
December 31, 2000 the balance of $36 in intangible assets was charged to
operations.

Impairment of long-lived assets

The Company reviews for the impairment of long-lived assets and certain
identifiable intangibles whenever events or changes in circumstances indicate
that the carrying value of the asset may not be recoverable. An impairment loss
would be recognized when estimated future cash flows expected to result from
the use of the asset and its eventual disposition is less than its carrying
amount.

Net loss per share

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated

                                     F-6
<PAGE>

                           MAS Acquisition XXXIX Corp.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2000
                                  (Continued)

by dividing net income (loss) by the weighted average number of common shares
and dilutive common stock equivalents outstanding. Common stock equivalents, if
any, are excluded from the computation if their effect would be anti dilutive.

Use of estimates

The preparation of the Company's financial statements requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ from
these estimates.

Revenue Recognition

The Company records revenue when services are performed or products are
shipped.

Recent Pronouncements

The FASB recently issued Statement No 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of Effective Date of FASB Statement
No. 133". The Statement defers for one year the effective date of FASB
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities". The rule now will apply to all fiscal quarters of all fiscal years
beginning after June 15, 2000. In June 1998, the FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
required to be adopted in years beginning after June 15, 1999. The Statement
permits early adoption as of the beginning of any fiscal quarter after its
issuance. The Statement will require the Company to recognize all derivatives
on the balance sheet at fair value. Derivatives  that are not  hedges  must be
adjusted to fair value through income. If the derivative is a hedge, depending
on the nature of the hedge, changes in the fair value of derivatives will
either be offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings or recognized in other
comprehensive income until the hedged item is recognized in earnings. The
ineffective portion of a derivative's change in fair value will be immediately
recognized in earnings. The Company has not been engaged in derivative
instruments transactions or hedging activities and has not yet determined the
effect of SFAS No. 133 on the earnings and financial position of the Company.

In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
No. 101), which provides guidance on the recognition, presentation and
disclosure of revenue in financial statements. SAB No. 101 did not impact the
Company's revenue recognition policies.

                                     F-7
<PAGE>

                         MAS Acquisition XXXIX Corp.
                        (A Development Stage Company)
                        Notes to Financial Statements
                              December 31, 2000
                                  (Continued)

Note 2. STOCKHOLDERS' EQUITY

At inception the Company issued 8,500,000 shares of its $.001 par value common
stock to an officer as reimbursement for an intangible asset paid for by the
officer. Fair value used for this transaction of $90 is based upon the actual
costs incurred.

During January, 1997 the Company issued 500 shares of its $.001 par value
common stock to directors as compensation valued at $1.

During March, 1997 the Company issued 7,750 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $8.

During September, 1998 the Company issued 750 shares of its $.001 par value
common stock to directors as compensation valued at $1.

During September, 1998 the Company issued 10,800 shares of its common stock to
foreign citizens as a gift with an aggregate fair value of $11.

During October, 1999 the Company issued 100 shares of its $.001 par value
common stock for services valued at $0.

During September, 2000 247,500 shares of the Company's $.001 par value common
stock were returned to the Company for no consideration and cancelled.

During the year ended December 31, 2000 the Company's majority shareholder
contributed an aggregate of $600 of operating expenses to the Company's
capital.

Note 3. INCOME TAXES

Deferred income taxes may arise from temporary differences resulting from
income and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classifications of the assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are not related
to an asset or liability are classified as current or non-current depending on
the periods in which the temporary differences are expected to reverse. The
deferred tax asset related to the operating loss carryforward has been fully
reserved.

The Company's net operating loss carryforwards expire in 2012 through 2015.

Note 4. GOING CONCERN CONSIDERATION

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates the continuation
of the Company as a going concern.

                                     F-8
<PAGE>

                          MAS Acquisition XXXIX Corp.
                         (A Development Stage Company)
                         Notes to Financial Statements
                                December 31, 2000
                                   (Continued)

As discussed in Note 1 the Company is in the development stage and its
continued existence is dependent upon its ability to meet its future financing
requirements, and the success of its future operations.

Management plans include obtaining additional equity financing and the
acquisition of a suitable business venture to provide the opportunity for the
Company to continue as a going concern.

                                     F-9
<PAGE>

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

     None.

<PAGE>


                               PART III

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

OFFICERS AND DIRECTORS

     The following table sets forth certain information concerning each of the
Company's directors and executive officers:

<TABLE>
<CAPTION>
     <S>            <C>       <C>
     Name           Age       Position
     Aaron Tsai     31        Chairman of the Board, President, Chief
                              Executive Officer, and Treasurer
</TABLE>

     As of December 31, 2000, there were no agreements or understandings for
the officer or director to resign at the request of another person.

     Aaron Tsai has served as President, Chief Executive Officer, Treasurer and
a Director of the Company since November, 1999. Mr. Tsai is President and
Director and may hold or held other positions in the following companies since
their inception, which are in parenthesis after the company names: MAS Capital
Inc. (September 1999), a venture capital and emerging Internet investment
banking firm. MAS Financial Corp.(August 1995), a consulting firm specializing
in reverse merger transactions and provides consulting services to public and
private companies. MASX.com Inc. (February 1999) intends to develope an
electronic stock trading facility. MAS Trade.net Inc. (September 1999) is a
start-up stage broker-dealer.  Aimex Camera Corp. (December 1996), Aimex
Distributing Corp. (October 1996) and Aimex Marketing Corp. (October 1996) are
in the wholesale distribution of point-and-shoot cameras and inexpensive
binoculars. Mr. Tsai served as a registered representative at Herman, Alexis &
Co., Inc., a broker-dealer, since December 2000.

     Mr. Tsai was Vice President and Director of Hunan Restaurant of Indiana,
Inc., a Chinese restaurant, from April 1996 to December 2000 and Hunan
Restaurant of Boonville, Inc., a Chinese restaurant, from  November 1996 to
December 2000. Mr. Tsai served as a registered representative at Franklin Ross,
Inc., a broker-dealer from July 2000 to November 2000. Mr. Tsai was President
and Director of following companies: American Multimedia, Inc. from June 1994
to March 2000. American Multimedia was a distributor of multimedia add-on
peripherals for personal computers. Aimex Imaging Corp. from November 1995 to
March 2000. Aimex Imaging was a company intended to distribute multi-functional
office equipments. Mr. Tsai was President and Director of Aimex International
Corporation, ("AIC") from April 1996 to March 1998. AIC was the holding company
of American Multimedia, Inc., Aimex Imaging Corp., Aimex Camera (HK) Limited,
and Aimex Capital/Finance, Ltd. Mr. Tsai was President and Director of both
Aimex Camera (HK) Limited ("AHK") (May 1995) and Aimex Capital/Finance, Ltd.
(January 1996)("ACF") since their inception to December 1998. AHK was intended
to be an exporter of point-and-shoot cameras from Hong Kong and ACF was
intended to be a company providing financing to AIC. Mr. Tsai has been
President and Director of Multi Access Systems, Inc. ("MASI") from April 1993
to March 1997. MASI was intended to be a computer multimedia company. Mr. Tsai
served as President, Chief Executive Officer and a Director of Aimex Camera
Inc. ("ACI") from November 1990 to December 1997. ACI was an international
camera company distributing worldwide, under Aimex and Rioka brands as well as
under private labels, a complete line of 35mm cameras from point-and-shoot
cameras and 80mm power zoom cameras. Mr. Tsai served as President and a
Director of Auto Stack Pacific Rim Ltd. ("ASP") from January 1999 to August
1999.  ASP was formed to market or build automated multi-level parking system.
Mr. Tsai was and is currently serving as officer and director of a number of
other blank check companies.

CONFLICTS OF INTEREST

     Members of the Company's management is associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in Aaron Tsai acting as officer and director of
the Company.  Insofar as the officer and director is engaged in other business
activities, management anticipates it will devote only a minor amount of time
to the Company's affairs.

     The officer and director of the Company is and may in the future become
shareholder, officer or director of other companies which may be formed for the
purpose of engaging in business activities similar to those conducted by the
Company.  Accordingly, additional direct conflicts of interest may arise in the
future with respect to such individual acting on behalf of the Company or other
entities.  Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individual in the performance
of his duties or otherwise.  The Company does not currently have a right of
first refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to the Company's proposed business
operations.

<PAGE>

     Aaron Tsai, President of the Company may be compensated in form of shares
of common stock of the Company upon completion of an acquisition or merger. It
is possible that such compensation may become a factor in negotiations and
present conflict of interest. Aaron Tsai will use his best efforts to resolve
equitably any conflicts that might result during negotiations for an
acquisition or merger.

     There are no agreements or understandings for Aaron Tsai to resign at the
request of another person and that Aaron Tsai is not acting on behalf of or
will act at the direction of any other person except at the time of the merger
or acquisition and at the request of the controlling persons of the acquisition
or merger candidate. The Company expects that the controlling persons of the
acquisition or merger candidate will ask all of the current Officers and
Directors to resign at the time of the acquisition or merger because they will
become controlling persons of the Company.

<PAGE>

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Indiana, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.

INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY
BY THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.

<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

     None of the Company's current officers or directors receive any
compensation for their respective services rendered unto the Company, nor have
they received such compensation in the past.  They all have agreed to act
without compensation until authorized by the Board of Directors, which is not
expected to occur until the Company has generated revenues from operations
after consummation of a merger or acquisition.  The Company currently has no
funds available to pay officer or directors. Further, none of the officer or
directors are accruing any compensation pursuant to any agreement with the
Company.

     It is possible that, after the Company successfully consummates a merger
or acquisition with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of the Company's management for the purposes
of providing services to the surviving entity, or otherwise provide other
compensation to such persons.

     It is possible that persons associated with management may refer a
prospective merger or acquisition candidate to the Company.  In the event the
Company consummates a transaction with any entity referred by associates of
management, it is possible that such an associate will be compensated for their
referral in the form of a finder's fee.  It is anticipated that this fee will
be either in the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of cash
consideration. The amount of such finder's fee cannot be determined as of the
date of this statement, but is expected to be comparable to consideration
normally paid in like transactions.

     No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.

<PAGE>

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

PRINCIPLE STOCKHOLDERS

     The following table sets forth certain information as of December 31, 2000
regarding the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, (ii) by each Director and executive officer of the
Company and (iii) by all executive officer and Directors of the Company as a
group. Each of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.

<TABLE>
<CAPTION>
                                      Number of              Percentage of
Name and Address                      Shares Owned           Shares owned
---------------------------------     ------------------     ----------------
<S>                                     <C>                       <C>
MAS Capital Inc.                        8,250,000                 99.7%
17 N. Governor St.
Evansville, IN 47711

Aaron Tsai (1)                          8,250,350 (2)             99.7%
c/o MAS Capital Inc.
17 N. Governor St.
Evansville, IN 47711

All Directors & Officers                8,250,350 (2)             99.7%
as a group (1 person)
</TABLE>

--------------------
(1) Aaron Tsai is an officer, director and controlling person of MAS Capital
Inc., the parent company of the Company.

(2) Includes 8,250,000 shares held by MAS Capital Inc. and 350 shares held by
John Tsai, brother of Aaron Tsai.

<PAGE>

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There have been no related party transactions, or any other transactions
or relationships required to be disclosed pursuant to Item 404 of Regulation S-
B.

<PAGE>

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

(a)  Exhibits.

(3.1)       Articles of Incorporation as filed with the Form
            10-SB Registration Statement on January 19, 2000.

(3.2)       Bylaws of the Company as filed with the Form
            10-SB Registration Statement on January 19, 2000.

(b)  Reports on Form 8-K.

     No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.

<PAGE>

                               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.



                                        MAS ACQUISITION XXXIX CORP.


                                        By: /s/ Aaron Tsai
                                        ----------------------------------
                                        Aaron Tsai
                                        President, Chief Executive Officer
                                        Treasurer and Director

                                        Date: January 8, 2000


     In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on
the dates indicated:

Signature         Title                                 Date
---------         -----                                 ----

/s/ Aaron Tsai    President, Chief Executive            January 8, 2000
--------------    Officer, Treasurer and Director
Aaron Tsai


<PAGE>