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, 2001

                                       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: 10,000 shares as of
December 31, 2001.

                          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 ]


                                     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.

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.

     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.

     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., 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.

     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.

     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.

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 Capital 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.


                                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, 2001, there were approximately 1 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.


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, 2001.

     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 10,000 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, 2001.

ITEM 7.  FINANCIAL STATEMENTS.


<TABLE>
<CAPTION>
                                                              Page
     <S>                                                      <C>
     Report of Independent Auditors                           F-1
     Balance Sheet at December 31, 2001                       F-2
     Statements of Operations for the Years ended
        December 31, 2001 and 2000, and the
        period from Inception (January 6, 1997) to
        December 31, 2001                                     F-3
     Statement of Changes in Stockholders' Equity
        for the period from Inception (January 6, 1997),
        through December 31, 2001                             F-4
     Statements of Cash Flows for the Years ended
        December 31, 2001 and 2000, and the
        period from Inception (January 6, 1997) to
        December 31, 2001                                     F-5
     Notes to Financial Statements                            F-6

</TABLE>




                        REPORT OF INDEPENDENT AUDITORS

Shareholder 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, 2001, and the related
statements of operations, changes in stockholder's equity, and cash flows for
each of the years ended December 31, 2000 and 2001, and the period from
January 6, 1997 (date of inception) to December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the 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, 2001, and the results of its
operations, and its cash flows for each of the years ended December 31, 2000
and 2001, and the period from January 6, 1997 (date of inception) to December
31, 2001 in conformity with accounting principles generally accepted in the
United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 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 Winter Schenkein & Co., LLP
Stark Winter Schenkein & Co., LLP
Certified Public Accountants

Denver, Colorado
January 7, 2002



                                     F-1





                             MAS Acquisition XXXIX Corp.
                           (A Development Stage Company)
                                   Balance Sheet
                                 December 31, 2001
<TABLE>
<CAPTION>
<S>                                                          <C>
Assets

Current assets:
  Total current assets                                       $      -
                                                              =======


Liabilities and Stockholder's Equity

Current liabilities:
  Total current liabilities                                  $      -
                                                              -------
Stockholder's 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,
   10,000 shares issued and
   outstanding                                                     10
   Paid in capital                                              2,201
Deficit accumulated during the
   development stage                                           (2,211)
                                                              -------
                                                                    -
                                                              -------
  Total liabilities and stockholder's equity                 $      -
                                                              =======

</TABLE>













              Read the accompanying notes to the financial statements.

                                     F-2







                              MAS Acquisition XXXIX Corp.
                            (A Development Stage Company)
                              Statements of Operations
                  For the Years Ended December 31, 2000 and 2001 and
             the Period From Inception (January 6, 1997) to December 31, 2001
<TABLE>
<CAPTION>
                                                 Year             Year          Inception
                                                 Ended            Ended             to
                                               December 31,    December 31,    December 31,
                                                 2000             2001             2001
                                                 ----             ----             ----
<S>                                            <C>              <C>             <C>
Revenue                                        $       -        $       -       $      -

Costs and expenses:
 General and Administrative                          636            1,500          2,211
                                               ---------         --------       --------
   Net (loss)                                  $    (636)       $  (1,500)      $ (2,211)
                                                ========         ========        =======
Per share information:

 Weighted average number
 of common shares
 outstanding - basic and fully diluted            10,000           10,000         10,000
                                                ========         ========        =======
 (Loss) per share - basic and fully diluted    $    (.06)       $    (.15)      $   (.22)
                                                ========         ========        =======
</TABLE>


                     Read the accompanying notes to the financial statements.

                                     F-3




                                 MAS Acquisition XXXIX Corp.
                               (A Development Stage Company)
                       Statement of Changes in Stockholder's Equity
                 For the Period From (Inception) January 6, 1997, through
                                     December 31, 2001
<TABLE>
<CAPTION>
                                                           Deficit Accumulated
                                                 Paid in        During the
                                Common Stock     Capital    Development Stage   Total
                              ----------------   -------   ------------------- ------
                              Shares    Amount
                              -------   -------
<S>                        <C>          <C>          <C>         <C>           <C>
Shares issued at inception
 for intangible asset and
 services at $.01 per share    10,000   $     10     $  101      $     -       $     111
Net (loss) for the year          -          -             -          (27)            (27)
                           ----------    -------     ------     --------        --------
Balance December 31, 1997      10,000         10        101          (27)             84

Net (loss) for the year          -          -             -          (30)            (30)
                           ----------    -------     ------     --------        --------
Balance December 31, 1998      10,000         10        101          (57)             54

Net (loss) for the year          -             -          -          (18)            (18)
                           ----------    -------     ------     --------        --------
Balance December 31, 1999      10,000         10        101          (75)             36

Contribution of operating
 expenses to paid in
 capital                            -          -        600            -             600
Net (loss) for the year             -          -          -         (636)           (636)
                           ----------    -------     ------     --------        --------
Balance December 31, 2000      10,000         10        701         (711)              -

Contribution of operating
 expenses to paid in
 capital                            -          -      1,500            -           1,500
Net (loss) for the year             -          -          -       (1,500)         (1,500)
                           ----------    -------     ------     --------        --------
Balance December 31, 2001      10,000   $     10     $2,201    $  (2,211)      $       -
                           ==========    =======      =====     ========        ========



</TABLE>


















                    Read the accompanying notes to the financial statements.


                                     F-4



                                   MAS Acquisition XXXIX Corp.
                                 (A Development Stage Company)
                                    Statements of Cash Flows
                       For the Years Ended December 31, 2000 and 2001, and
                the Period From Inception (January 6, 1997) to December 31, 2001
<TABLE>
<CAPTION>
                                                    Year          Year        Inception
                                                    Ended         Ended          to
                                                 December 31,  December 31,  December 31,
                                                    2000          2001          2001
                                                    ----          ----          ----
<S>                                             <C>          <C>          <C>
Cash flows from operating activities:
  Net (loss)                                    $     (636)  $   (1,500)  $   (2,211)
Adjustments to reconcile net (loss) to net cash
 provided by (used in) operating activities:
  Contribution of expenses to paid in capital          600        1,500        2,100
  Amortization                                          36            -           90
  Common shares issued for services                      -            -           21
                                                 ---------    ---------    ---------
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



                            MAS Acquisition XXXIX Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                 December 31, 2001

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 its 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.

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.


                                       F-6



                            MAS Acquisition XXXIX Corp.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                December 31, 2001
                                   (Continued)

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
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.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees for services
based on the fair value of the equity instruments issued and accounts for
equity instruments issued to other than employees based on the fair value of
the consideration received or the fair value of the equity instruments,
whichever is more reliably measurable.

The Company accounts for stock based compensation in accordance with SFAS No.
123, "Accounting for Stock-Based Compensation." The provisions of SFAS No. 123
allow companies to either expense the estimated fair value of stock options or
to continue to follow the intrinsic value method set forth in APB Opinion 25,
"Accounting for Stock Issued to Employees" ("APB 25") but disclose the pro
forma effects on net income  (loss) had the fair value of the options been
expensed. The Company has elected to continue to apply APB 25 in accounting
for its stock option incentive plans.


                                       F-7



                           MAS Acquisition XXXIX Corp.
                         (A Development Stage Company)
                         Notes to Financial Statements
                               December 31, 2001
                                  (Continued)
New Accounting Pronouncements

In July, 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) 141, Business Combinations, and SFAS
142, Goodwill and Intangible Assets.  SFAS 141 is effective for all business
combinations completed after June 30, 2001.  SFAS 142 is effective for the year
beginning January 1, 2002; however certain provisions of that Statement
apply to goodwill and other intangible assets acquired between July 1, 2001,
and the effective date of SFAS 142.  The Company does not believe the adoption
of these standards will have a material impact on the Company's financial
statements.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations.  This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible long
lived assets and the associated asset retirement costs.  This Statement applies
to all entities.  It applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development and (or) the normal operation of a long-lived asset, except for
certain obligations of lessees.  This Statement is effective for financial
statements issued for fiscal years beginning after June 15, 2002.  The Company
is evaluating the impact of the adoption of this standard and has not yet
determined the effect of adoption on its financial position and results of
operations.

In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets.  This statement addresses financial accounting
and reporting for the impairment or disposal of long-lived assets and
supersedes FASB Statement No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of.  The provisions of the
statement are effective for financial statements issued for fiscal years
beginning after December 15, 2001.  The Company is evaluating the impact of the
adoption of this standard and has not yet determined the effect of adoption on
its financial position and results of operations.

Note 2. STOCKHOLDER'S EQUITY

At inception the Company issued 10,000 shares of its $.001 par value common
stock to an officer as reimbursement for an intangible asset paid for by the
officer and services. Fair value used for this transaction of $111 is based
upon the actual costs incurred of $90 for the intangible asset and $21 for the
services.

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.


                                       F-8



                             MAS Acquisition XXXIX Corp.
                           (A Development Stage Company)
                           Notes to Financial Statements
                                 December 31, 2001
                                    (Continued)

During the year ended December 31, 2001 the Company's majority shareholder
contributed an aggregate of $1,500 of operating expenses to the Company's
capital.

On March 26, 2001 the Company affected a 1 for 825 reverse split of its $.001
par value common stock. All share and per share amounts have been retroactively
restated to reflect this split. As a result of the reverse split the Company's
majority shareholder became the sole shareholder of the Company.

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 2017 through 2021.

Note 4. GOING CONCERN CONSIDERATION

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

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




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

     None.




                               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:

     Name           Age       Position
     Aaron Tsai     32        Chairman of the Board, President, Chief
                              Executive Officer, and Treasurer

     As of December 31, 2001, 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), our parent company and holding company of other MAS
companies as follow: MAS Financial Corp.(August 1995), a consulting firm.
MASX.com Inc. (February 1999) intends to develop an electronic stock trading
facility. MAS Capital Securities, Inc. (September 1999) is an investment
banking and brokerage firm. MAS Capital Securities Holdings, Inc. (October
1999) is the holding company of MAS Capital Securities, Inc. 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 35mm cameras and inexpensive binoculars.

     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 was a registered representative of Herman, Alexis &
Co. Inc., a broker-dealer, from December 2000 to October 2001 and was a
registered representative of 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.

     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.

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.

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.

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

PRINCIPLE STOCKHOLDERS

     The following table sets forth certain information as of December 31,
2001 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.

                                      Number of              Percentage of
Name and Address                      Shares Owned           Shares owned
---------------------------------     ------------------     ----------------

MAS Capital Inc.                        10,000                   100%
17 N. Governor St.
Evansville, IN 47711

Aaron Tsai (1)                          10,000                   100%
c/o MAS Capital Inc.
17 N. Governor St.
Evansville, IN 47711

All Directors & Officers                10,000                   100%
as a group (1 person)


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


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.

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.



                               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, 2002


     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, 2002
--------------    Officer, Treasurer and Director
Aaron Tsai