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

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

***MAS ACQUISITION XIX CORP.***(Name of small business issuer in its charter)

| INDIANA                  | 000-27171                | 35-2082971                        |
|--------------------------|--------------------------|-----------------------------------|
| (State of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |

## 2963 GULF TO BAY BLVD., SUITE 265CLEARWATER, FLORIDA 33759(Address of principal executive offices and zip code)

(727) 669-7781Issuer’s telephone number

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

Securities registered under Section 12(g) of the Exchange Act:  1000 common stock, $.001 par value per share

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. [X] Yes [ ] 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 the registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this form 10-KSB or any amendment to this Form 10-KSB. [X]

State issuer’s revenues for its most recent fiscal year.

There have been no revenues in the most recent fiscal year.

State the aggregate market value of the voting and non-voting common equity are not held by non-affiliates.

There were 1,000 shares of common stock outstanding shares, $.001 par value, as of the end of the company’s fiscal year,June 30, 2004.

Transitional Small Business Disclosure Forma:  Yes_____; No _X__

<Page>

TABLE OF CONTENTS

                                                                                                                                                                               Page(s)

PART I

ITEM 1.  DESCRIPTION OFBUSINESS                                                                                                         3

ITEM 2.  DESCRIPTION OFPROPERTY                                                                                                        5

ITEM 3.  LEGALPROCEEDINGS                                                                                                                     5

ITEM 4.  SUBMISSION OF MATTERS TO  THE VOTE OF SECURITYHOLDERS                               5

PART II

ITEM 5.  MARKET FOR COMMONEQUITY                                                                                               5

ITEM 6.  MANAGEMENTDISCUSSIONS                                                                                                    5

ITEM 7.  FINANCIALSTATEMENTS                                                                                                           7

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS               AND CONTROLPERSONS                                                                                                               7

ITEM 10. EXECUTIVECOMPENSATION                                                                                                     7

ITEM 11. SECURITY OWNERSHIP OF CERTAIN

                   BENEFICIAL OWNERS ANDMANAGEMENT                                                                        7

ITEM 12. CERTAIN RELATIONSHIPS AND

                   RELATEDTRANSACTIONS                                                                                                        8

ITEM 13. EXHIBITS AND REPORTS ON FROM8-K                                                                  8

PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

MAS Acquisition XIX Corp. was incorporated on January 6, 1997 in the State of Indiana, to engage in any lawful corporateundertaking, including, but not limited to, selected mergers and acquisitions.  The company commenced implementation of thecompany’s business in the fiscal year ending June 30, 2000.

Since its inception, the company has not sought reorganization under bankruptcy laws nor has it been in receivership or similarproceedings.  The company is in a developmental stage since inception and has no operations.  The company is a“shell” company, whose purpose is to locate and consummate a merger or acquisition with a private entity.

On March 30, 2000, the company entered into Shell Acquisition and Stock Purchase Agreement with MAS Capital Inc., the seller anda shareholder of the company with 8,250,000 of the issued and outstanding common stock and MRG Legal Services Corporation, anacquiring shareholder.

In the agreement, the seller warranted that all outstanding shares of minority shareholders be delivered to the acquiringshareholder upon the transfer of aggregate $1,000 in immediately available funds for delivery to the remaining shareholders of thecompany upon completion of the reverse stock split.  As a result, all the outstanding shares were retired.  MRC LegalServices Corporation then delivered to Pinnacle Business Management, Inc., 100% of the company’s outstanding shares. Pinnacle changed its name in 2004 to Serac, Inc., and is now defunct.

Business of Issuer:

The company’s business purpose is to locate and consummate a merger or acquisition with a private entity.  Theprimary attraction of the company as a merger partner or acquisition vehicle is its status as a reporting public company.  Thecompany offers no products or other services to the public. 

The company is an active but insignificant participant in the business of seeking mergers and joint venture with andacquisitions of small private and public entities.

The company has not conducted a market research, nor had results of a similar market research available, that would indicatethat marked demand exists for the transactions contemplated by the company.  The company does not have, and does not plan toestablish, a marketing organization.  Even in the even a demand is identified for a merger or acquisition contemplated by thecompany, there is no assurance the company will be successful in completing any such business combination.

The company also lacks ability to diversify.  The company’s proposed operations will in all likelihood result in thecompany engaging in a business combination with a business opportunity.  Consequently, the company’s activities may belimited to those engaged in by the business opportunity which the company merges with or acquires.  The company’sinability to diversify its activities into a number of areas may subject the company to economic fluctuations within a particularbusiness or industry and therefore increase the risks associated with the company’s operations.

Business conditions for the company are highly competitive.  A large number of established and well-financed entities,including venture capital firms, are active in mergers and acquisitions of companies which may be also desirable targets for thecompany.  These entities have a significantly greater financial resources, technical expertise and managerial capabilitiesthan the company.  Consequently, the company is at a competitive disadvantage in identifying possible business opportunitiesand successfully completing a business combination.

The company also competes with numerous other small public companies in seeking merger or acquisition candidates.  Thecompany has no arrangement, agreement or understanding with respect to engaging in a merger or joint venture with or acquisition ofa private or public entity.  There can be no assurance that the company will be successful in identifying and evaluatingsuitable business opportunities and concluding a business combination.  There is no assurance the company will be able tonegotiate a business combination on terms favorable to the company.

The company has not established a specific length of operating history and has not achieved a specific level of earnings,assets, or net worth generally required by a target business opportunity.  Accordingly, the company may enter into a businesscombination with a business entity that has insignificant operating history, limited or no potential for earnings, limited assets,negative net worth or other negative characteristics.

At present time, the company holds no patents, trademarks, licenses, franchises, concessions, royalty agreements or laborcontracts.

Government Regulation:

The company filed for 10SB12G for registration of securities of small business issuers on October 28, 1999, and has timely filedreports relating to subsequent changes in beneficial stock ownership and current status.

The company is subject to regulations under the Securities Exchange Act of 1934.  Management believes that the company willnot be subject to regulations under the Investment Act of 1940, insofar as the company will not be engaged in the business ofinvesting or trading in securities.   In the event the company engages in business combinations which result in thecompany holding passive investment interest in a number of entities, the company could be subject to regulation under theInvestment Company Act of 1940.  In such event, the company would be required to register as an investment company and couldbe expected to incur significant registration and compliance costs.

The company has obtained no formal determination from the Securities and Exchange Commission as to the status of the companyunder the Investment Company Act of 1940 and, consequently, any violation of such Act would subject the company to material adverseconsequences.

The company is not subject to environmental laws.  The company may combine with a business opportunity that may be subjectto environmental laws.  However, at the present time the company has no intention to do so.

Research and development:

Research and development activities, management control, and day to day operations are conducted by Michael Bruce Hall,President of the company.  He is responsible for market research, development activities, negotiations with potential mergeror acquisition candidates and day to day operations.

The company has no written employment agreement with Michael Bruce Hall and has no key man life insurance.  The loss of theservices of Michael Bruce Hall would adversely affect the development of the company’s business and its likelihood ofcontinuing operations.

To date, business expenses are nominal and are paid by Michael Bruce Hall.  The company has no employees.

#### ITEM 2.  DESCRIPTION OF PROPERTY.

The company currently maintains a mailing address at 2963 Gulf to Bay Boulevard, Suite 265, Clearwater, Florida 33759.  Thecompany pays no rent for the use of this mailing address.  Management does not believe that it will need to maintain an officeat any time in the foreseeable future in order to carry out its plan of operations described above.

ITEM 3.  LEGAL PROCEEDINGS.

The company is not a party to any legal proceedings.

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

For the period ended June 30, 2004, there was no submission of matters to a vote of Security Holders.

PART II

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

There is no public trading market for the company’s common stock.  The company plans to apply, but at this point hasnot applied, to have its common stock traded on the over-the-counter market and listed on the OTC Bulletin Board.  There is noassurance that a trading market will ever develop or, if such a market does develop, that it will continue.

As of July 31, 1999, the number of holders of the company’s common stock was 150.  Subsequent to the reverse stocksplit on March 3, 2000, the company has one shareholder, Pinnacle Business Management, Inc., with 1000 shares outstanding. Pinnacle changed its name in 2004 to Serac, Inc., and is now defunct.

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

PLAN OF OPERATION:

The company intends to seek to acquire assets or shares of an entity actively engaged in business which generates revenues, inexchange for its securities.  The company has no particular acquisition in mind and has not entered into any negotiationsregarding such acquisition.

With the exception of the March 2000 acquisition, none of the company’s officers, directors, promoters or affiliates haveengaged in any preliminary contact or discussions on behalf of the company with any representative of any other company regardingthe possibility of an acquisition or merger between the company and such other company during the past two years.

The company has no full time or part time employees.  Michael Bruce Hall, director and President of the company, has agreedto allocate a portion of his time to the activities of the company, without compensation.  The company anticipates that thebusiness plan of the company can be implemented through the efforts of Michael Bruce Hall, who plans to devote up to 10 hours permonths to the business affairs of the company.

The company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in businessopportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Actregistered corporation.

The company will not restrict its research to any specific business, industry, or geographical location and the company mayparticipate in a business venture or virtually any kind of nature.  Management anticipates that it may be able to participatein only one potential business venture because the company has nominal assets and limited financial resources.

The company may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize thepublic marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new productor service, or for other corporate purposes.  The company may acquire assets and establish wholly-owned subsidiaries invarious 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 extremelyrisky.  The management believes that due to general economic conditions, rapid technological advances and shortages ofavailable capital, there are numerous firms seeking the benefits of a publicly registered corporation.  Such benefits mayinclude facilitating additional equity financing, providing liquidity for incentive stock options to hey employees, providingliquidity (subject to restrictions of applicable statutes) for all shareholders and other factors.

The company has, and will continue to have, no capital with which to acquire a business opportunity.  However, managementbelieves the company will be able to offer the owners of acquisition candidates the opportunity to acquire a controlling ownershipinterest 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 theacquisition of a publicly registered company, including the costs of preparing Form 8-K’s or 10-KSB’s, agreements andrelated reports and documents.  The Securities Exchange Act of 1934 (the “34 Act”), specifically requires that anymerger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financialstatements to be included with filings required under the 34 Act.  As a result, management may not enter into negotiationswith a business opportunity that may be unable to provide audited financial statement for the past two fiscal years.

The analysis of new business opportunities will be undertaken by Michael Bruce Hall, President of the company.  He will bethe key person in the search, review and negotiation with potential acquisition or merger candidates.

In analyzing prospective business opportunities, management will consider such matters as the available technical, financial andmanagerial resources; working capital; history of operations; prospects for the future; industry competition; the potential forresearch and development; specific risk factors; the potential for growth or expansion; the potential for profit; the perceivedpublic recognition of acceptance of products, services, or trades; name identification, and other relevant factors.

The company intends to utilize written reports and investigation to evaluate the above factors.  The company will notacquire or merge with any company for which audited financial statements cannon be obtained with a reasonable period of time afterclosing of the proposed transaction.

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 assetsof an existing business.  Upon the consummation of a transaction, the present management and shareholders of the company mayno longer be in control of the company.  As part of the terms of the acquisition transaction, the company’s Directorsmay resign and be replaced by new directors without a vote of the company’s shareholders or may sell their stock in thecompany.  Any terms and conditions of sale of the shares presently held by officers and/or directors of the company will alsobe afforded to all other shareholders of the company.  Any and all such sales will only be made in compliance with thesecurities laws of the United States and any applicable state.

# FORWARD-LOOKING STATEMENTS:

The discussion in this Report on Form 10-QSB contains forward-looking statements that have been made pursuant to the provisionsof the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations,estimates and projections about the Company's business, based on management's current beliefs and assumptions made by management.Words such as "expects", "anticipates", "intends", "believes", "plans", "seeks", "estimates" and similar expressions or variationsof these words are intended to identify such forward-looking statements. Additionally, statements that refer to the Company'sestimated or anticipated future results, sales or marketing strategies, new product development or performance or othernon-historical facts are forward-looking and reflect the Company's current perspective based on existing information. Thesestatements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that aredifficult to predict.  Therefore, actual results and outcomes may differ materially from what is expressed or forecasted inany such forward-looking statements.  Such risks and uncertainties include those set forth herein below under "Risk FactorsThat May Affect Future Results of Operations" as well as previous public filings with the Securities and Exchange Commission. Thediscussion of the Company's financial condition and results of operations should also be read in conjunction with the financialstatements and related notes included in Item 1 of this quarterly report.  The Company undertakes no obligation to updatepublicly any forward-looking statements, whether as a result of new information, future events or otherwise.

PAST AND FUTURE FINANCIAL CONDITION:

The Company is in the development stage. It has had no significant business activity since inception. The Company's purpose isto seek, investigate, and if such investigation warrants, acquire an interest in business opportunities presented to it by personsor entities who seek the perceived advantages of an Exchange Act registered corporation.  The Company has no assets orliabilities as of June 30, 2004.

RESULTS OF OPERATIONS:

The Company had no revenues or expenses for the three months ended June 30, 2004.

LIQUIDITY:

The Company has no capital with which to acquire a business opportunity.  Management does not foresee, however, the Companyincurring any significant expenses during the next twelve months. Management expects to incur small loans to provide the moneynecessary for operational expenses.

The owners of the business opportunities may, however, incur significant legal and accounting costs in connection withacquisition of a publicly registered company, including the costs of preparing Forms 8-K, 10-K or 10-KSB, agreements and relatedreports and documents.
```

```

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:The Company does not have any material risk with respect to changes in foreign currency exchange rates, commodities prices or interest rates. The Company does not believe that it has any other relevant market risk with respect to the categories intended to be discussed in this item of this Report.CONTROLS AND PROCEDURES:The Company's Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended) as of June 30, 2004, (the "Evaluation Date"), have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures were effective to ensure the timely collection, evaluation, and disclosure of information relating to the Company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated under the Act.  There were no significant changes in the Company's internal controls or in other factors that could significantly affect the internal controls subsequent to the Evaluation Date.ITEM 7.  FINANCIAL STATEMENTS.

 

**MAS ACQUISITION XIX CORP.(A DEVELOPMENT STAGE CORPORATION)FINANCIAL STATEMENTSYEARS ENDED JUNE 30, 2004 AND 2003**

 

 

 

 

 

 

<Page>

**MAS ACQUISITION XIX CORP.(A DEVELOPMENT STAGE CORPORATION)TABLE OF CONTENTSJUNE 30, 2004 AND 2003**

**Page(s)**

Report of Independent Registered Public AccountingFirm                                                                          1

Financial Statements: 

Balance Sheets as of June 30, 2004 and2003                                                                                             2

Statements of Operations for the years ended June 30, 2004 and 2003,with cumulative totals sinceinception                                                                                                            3

Statements of Changes in Stockholders’ Equity for theperiod January 6, 1997 through June 30,2004                                                                                             4

Statements of Cash Flows for the years ended June 30, 2004 and2003, with cumulative totals sinceinception                                                                                                  5

Notes to FinancialStatements                                                                                                                       6-7
```

```

 

<Page>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of DirectorsMAS ACQUISITION XIX CORP.(A Development Stage Corporation)

We have audited the accompanying balances sheets of MAS Acquisition XIX Corp. (a development stage Company) as of June 30, 2004and 2003 and the related statements of operations, changes in stockholders’ equity, and cash flows for the years thenended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is toexpress an opinion on these financial statements based on our audits.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  TheCompany has been in the development stage since inception.  Realization of the Company’s assets is dependent upon theCompany’s ability to meet its future financing requirements, and the success of future operations.  These factors raisesubstantial doubt about the Company’s ability to continue as a going concern.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position ofMAS Acquisition XIX Corp. (a development stage Company) as of June 30, 2004 and 2003, and the results of its operations, and itscash flows for the years then ended in conformity with accounting principles generally accepted in the United States ofAmerica.

BAGELL, JOSEPHS & COMPANY, L.L.C.

Bagell, Josephs & Company, L.L.C.Gibbsboro, New Jersey

# 

October 11, 2004

<Page> 1

**MAS Acquisition XIX Corp.(A Development Stage Corporation)Balance SheetYears Ended June 30, 2004 and 2003**
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   | **    2004    **                                           |                                                                                                                   | **    2003    **                                     |
|-------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|
| **ASSET**                                                                                                                           |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
| **Other Asset**                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   | $                - |                                                                                                                   | $               - |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
|                                                                                                                                     | **TOTAL ASSET**                                                                                              |                                                                                                    |                                                                                                              |                                                                         | $                - ========  |                                                                                                    | $               - ========   |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
| **LIABILITIES AND STOCKHOLDERS' EQUITY**                                                                                            |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
| **Stockholders' Equity**                                                                                                            |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |
|    Preferred stock, $.001 par value, 20,000,000 shares    authorized, none issued or outstanding      |                                                                                                              |                                                                                                    |                                                                                                              |
| $                -                                  |                                                                                                              | $                - |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
|    Common stock, $.001 par value, 8,000,000 shares    authorized, 1,000 shares issued and outstanding |                                                                                                              |                                                                                                    |                                                                                                              |
| 111                                                                                                                                 |                                                                                                              | 111                                                                                                |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
|    Deficit accumulated in the development stage                                                                      |                                                                                                              |           (111)                                  |                                                                                                              |            (111) |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
| TOTAL STOCKHOLDERS' EQUITY                                                                                                          |                                                                                                              |                                                                                                    | $                -           |                                                                         | $                -                |
|                                                                                                                                     |                                                                                                              |                                                                                                    |                                                                                                              |                                                                         |                                                                                                                   |                                                                                                    |                                                                                                                   |                                                                                              |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                          | $                - ========= |                                                                                                    | $                - ========= |

 

 

The accompanying notes are an integral part of these financial statements

<Page> 2

**MAS Acquisition XIX Corp.(A Development Stage Corporation)Statement of OperationsYears Ended June 30, 2004 and 2003(With Cumulative Totals Since Inception)**
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             | **Year Ended  June 30, 2004**                                                         | Y**ear Ended  June 30, 2003 **                                          | **Cumulative Totals Since  Inception  ** |
|--------------------------------------------------------------------------------------|---------------|------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|--------------------------------------------------------------|
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
| **REVENUE**                                                                          |               |                                                                                          |                                                                                          |                                                                                             | $            -                  | $             -                | $              - |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
| **EXPENSES**                                                                         |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |
|    Amortization                                                       |               |                                                                                          |                                                                                          |                                                                                             |                - |                -     |         (111)                                  |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
| **           Total expenses** |               |                                                                                          |                                                                                          |                - |                - |                -     |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
| **NET LOSS**                                                                         |               |                                                                                          |                                                                                          |                                                                                             | $             - =======    | $              - ======== | $         (111) ========                  |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
| **WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING**                                    |               |                                                                                          |                                                                                          |
| 1,000 =======                                                                        | 1,000 ======= | 1,000 =======                                                                            |
|                                                                                      |               |                                                                                          |                                                                                          |                                                                                             |                                                                                             |                                                                                                 |                                                                                        |                                                              |
| **BASIC AND DILUTED LOSS PER SHARE**                                                 |               | $             - ======= | $             - ======= | $             - =======    |

 

 

 

The accompanying notes are an integral part of these financial statements

<Page> 3

**MAS Acquisition XIX Corp.(A Development Stage Corporation)Statements of Changes in Stockholders’ EquityFor the Periods January 6, 1997 (Inception) through June 30, 2004**
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 | Deficit                                                                                                                                 |                                                                                          |
|---------------------------------------------------------------|----------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------|
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 | **Accumulated    **                                                                                                                                         |                                                                                          |
|                                                               | **Preferred Stock   **                                                        | **Common Stock     **                                         | **in the        **                                                     |                                                                                                                                                                                 |
|                                                               | **Shares**                                                                                   | **Amount**                                                                             | **Shares**                                                                                                     | **Amount**                                                                                                                                                                      | **development stage**                                                                                                                                                           | **     Total     **                    |
| **Balance-January 6, 1997 (Inception)**                       |               -             | $          -                         | -                                                                                                              | $           -                                                                                                  | $                -                                                                         | $            -     |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Common stock issued at inception for organization costs       |             -                         |              -   |     8,500,000                                                                                   |               90                                                                                               |                            -   |             90                    |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |
| Shares issued for services at $.001 par value in January 1997 |               -   |              -   |               500                             |                 1                                                                                    |                                                                                                                                                                                 |               1         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Shares gifted at $.001 par value in March 1997                |               -   |              -   |            7,750                                             |                  8                                                                                   |                                                                                                                                                                                 |               8         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Net loss for the period Jan. 6, 1997 through June 30, 1997    |            -                |            -          |            -                                  |            -                                                                                                   |            (18)                                                                                                          |           (18)                         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 1997                                        |               -   |              -   |     8,508,250                                                                                   |               99                                                                                               |                          (18)                      |             81                    |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Net loss for the year ended June 30, 1998                     |            -                |            -          |            -                                  |            -                                                                                                   |           (18)                                                                                                                |          (18)                               |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 1998                                        |               -   |              -   |     8,508,250                                                                                   |               99                                                                                               |                          (36)                      |             63                    |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Shares issued for services at $.001 par value in Sept. 1998   |               -   |              -   |               750                             |                  1                                                                                   |                            -   |               1         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Shares gifted at $.001 par value in September 1998            |              -         |          10,800                                | 11                                                                                                             |                            -   |             11                                                                                                           |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Net loss for the year ended June 30, 1999                     |            -                |            -          |            -                                  |            -                                                                                                   |           (30)                                                                                                                |            (30)                   |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 1999                                        |               -   |              -   |     8,519,800                                                                                   |             111                                                                                                          |                          (66)                      |             45                    |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |
| Shares issued for services at $.001 par value in Oct. 1999    |               -   |              -   |               100                             |                -                                                                                |                            -   |             -           |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Reverse stock split in March 2000                             |               -   |              -   |    (8,518,900)                                                                                       |                -                                                                                |                            -   |             -           |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Net loss for the year ended June 30, 2000                     |           -                      |            -          |            -                                  |            -                                                                                                   |           (24)                                                                                                                |          (24)                               |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 2000                                        |               -   |              -   |            1,000                                             |             111                                                                                                          |                          (90)                      |             21                    |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Net loss for the year ended June 30, 2001                     |               -   |              -   |                  -   |                -                                                                                |                          (21)                      |           (21)                              |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 2001                                        |               -   |              -   |            1,000                                             |             111                                                                                                          |                        (111)                                 |             -           |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| No activity                                                   |           -                      |            -          |            -                                  |            -                                                                                                   |            -                                                                                                   |            -            |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 2002                                        |                 - |                - |            1,000                                             |             111                                                                                                          |                        (111)                                 |               -         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| No activity                                                   |           -                                |                - |                   -  |                  -                                                                              |                  -                                                                         |               -         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 2003                                        |           -                                |               -  |           1,000                                              |          `  111                                                                                                          |           (111)                                                                                                               |             -                |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| No activity                                                   |           -                                |                - |                   -  |                  -                                                                              |                  -                                                                              |               -         |
|                                                               |                                                                                              |                                                                                        |                                                                                                                |                                                                                                                                                                                 |                                                                                                                                                                                 |                                                                                          |
| Balance, June 30, 2004                                        | - =====                                                                                      | $          - ======                  | 1,000 ========                                                                                                 | $          111 ========                                                                                                       | $        (111) ========                                                                                                                 | $             - ======= |

The accompanying notes are an integral part of these financial statements

<Page> 4

**MAS Acquisition XIX Corp.(A Development Stage Corporation)Statements of Cash FlowsYears Ended June 30, 2004 and 2003(With Cumulative Totals Since Inception)**
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             | **Cumulative**   |
|-------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|-----------------------------------------------------------------------------|------------------|
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       | **Year ended**                                                                        | **  Year ended**                                                       | **Totals Since** |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       | **June 30, 2004**                                                                     | **June 30, 2003**                                                           | **Inception**    |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| **CASH FLOWS FROM OPERATING ACTIVITIES:**                                                                   |                                                                                       |                                                                                       |                                                                                       |
|    Net loss                                                                                  |                                                                                       |                                                                                       |                                                                                       |                                                                                       | $             -      | $             -      | $         (111)                |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| Adjustments to reconcile net loss to net cash provided    by (used in) operating activities: |                                                                                       |                                                                                       |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
|    Amortization                                                                              |                                                                                       |                                                                                       |                                                                                       |                                                                                       |               - |               - |             111 |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| **      Net cash provided by (used in) operating activities**                 |               - |               - |               - |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| **CASH FLOWS FROM INVESTING ACTIVITIES:**                                                                   |               - |               - |               - |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                                                   |               - |               - |               - |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| **        Net change in cash and cash equivalents**                 |               - |               - |               - |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| **CASH - BEGINNING OF PERIOD**                                                                              |                                                                                       |               - |               - |               - |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |
| CASH - END OF PERIOD                                                                                        |                                                                                       |                                                                                       | $            - =======    | $            - =======    | $            - =======    |
|                                                                                                             |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                                       |                                                                             |                  |

The accompanying notes are an integral part of these financial statements

<Page> 5

**MAS ACQUISITION XIX CORP.(A DEVELOPMENT STAGE CORPORATION)NOTES TO FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003**

**NOTE 1 – ORGANIZATION**

The Company was incorporated on January 6, 1997, in the State of Indiana.  The Company is in the development stage and itsintent is to locate suitable business ventures to acquire.  The Company has had no significant business activity to date andhas chosen June 30, as the year end.

On March 3, 2000, the Company exchanged 8,250,000 shares of its stock for 1,500,000 shares of Pinnacle Business Management,Inc., a Nevada corporation.  The exchange resulted in the company being acquired by Pinnacle Business Management, Inc. After this exchange a reverse stock split occurred leaving Pinnacle Business Management, Inc. as the sole shareholder of theCompany.  Pinnacle in 2004 changed its name to Serac and its trading activities were suspended and the company is nowdefunct.

## NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

**Development Stage Company**

MAS Acquisition XIX Corp. is a development stage company. The Company devotes substantially all of its efforts to locatesuitable business ventures to acquire.

## Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with amaturing of three months or less to be cash equivalents.

## Intangible Assets

The cost of intangible assets were amortized using the straight-line method over the estimated useful economic life (five yearsfor organization costs).  They were stated at cost less accumulated amortization.  The Company reviewed the long-livedassets and certain identifiable intangibles for impairment whenever events or changes in circumstances indicated that the carryingvalue of the asset may not be recoverable.  An impairment loss would have been recognized when estimated future cash flowsexpected to result from the use of the asset and its eventual disposition was less than its carrying amount.  No suchimpairment losses have been identified in the periods presented.

## Net Loss per Share

Basic loss per share is computed by dividing the net loss for the period by the weighted average number of common sharesoutstanding for the period.

<Page> 6

**MAS ACQUISITION XIX CORP.(A DEVELOPMENT STAGE CORPORATION)NOTES TO THE FINANCIAL STATEMENTSJUNE 30, 2004 AND 2003**

 

**NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)**

## 

## Use of Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with accounting principles generallyaccepted in the United States of America. These estimates and assumptions affect the reported amount of assets and liabilities, thedisclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from theestimates that were used.

### Income taxes

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financialreporting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on theclassifications of the assets and liabilities to which they relate.  Deferred taxes arising from temporary differences thatare not related to an asset or liability are classified as current or non-current depending on the periods in which the temporarydifferences are expected to reverse.

**NOTE 2 - Liquidity and Capital Resources**

As of June 30, 2004 and June 30, 2003, the Company had no cash or capital reserves.

**NOTE 3 - Income Taxes**

There is no provision for income taxes at June 30, 2004 or 2003.  The Company has a small net operating loss, which expiresthrough the year 2016.
```
<Page> 7
```

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;                COMPLIANCE WITH SECTION 10(A) OFTHE EXCHANGE ACT.

There are no shareholders other than Serac, Inc.  The outstanding stock owned by Serac, Inc. does not trade on the openmarket and the shareholder may sell the stock to another business opportunity candidate.

ITEM 10.  EXECUTIVE COMPENSATION.

The company does not provide any plan or non-plan compensation awarded to, earned by, or paid to the executive officers anddirectors of the company.

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

Serac, Inc. is the beneficial owners of 1,000 shares, or 100% of the company’s outstanding stock.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During the past two years, the company was not a party to any transaction and is not a party to any proposed transaction inwhich any director, executive officer, nominee for election as a director, any security holder, or any member of the immediatefamily had or is to have a direct or indirect material interest.

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

No report on Form 8-K were 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 theundersigned, thereunto duly authorized

**                                                            MAS Acquisition XIX Corp.**

Dated:  October 28,2004                     By:/s/ Michael Bruce Hall                                                                       Michael Bruce Hall, Chief Executive Officer,                                                                      Chief Financial Officer, and Director