-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNtHzCqM5avsqLpmV/E1LL0A+/MOMmD5GLNAXyEeRis1TjonHNpaJvtoUoI7UrHb Y39ueHl7YEHh5kIpkHXijw== 0000931731-00-000190.txt : 20000419 0000931731-00-000190.hdr.sgml : 20000419 ACCESSION NUMBER: 0000931731-00-000190 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000418 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUEPOINT LINUX SOFTWARE CORP CENTRAL INDEX KEY: 0001081376 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 352070348 STATE OF INCORPORATION: IN FISCAL YEAR END: 0218 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 000-25797 FILM NUMBER: 603996 BUSINESS ADDRESS: STREET 1: 1710 E DIVISION ST CITY: EVANSVILLE STATE: IN ZIP: 47711 MAIL ADDRESS: STREET 1: 1710 E DIVISION ST CITY: EVANSVILLE STATE: IN ZIP: 47711 FORMER COMPANY: FORMER CONFORMED NAME: MAS ACQUISITION XI CORP DATE OF NAME CHANGE: 19990308 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 18, 2000 BluePoint Linux Software Corp. (Exact name of Registrant as specified in charter) Indiana 0-25797 35-2070348 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) A301, East-2, SEG Science & Industry Park, Huaqian Road North, Shenzhen, Guangdong Province, China (Address of principal executive offices) Registrant's telephone number, including area code: 00867553763137 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable. ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS. Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not applicable. ITEM 5. OTHER EVENT. Not applicable. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS. Not applicable. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. Financial Statements: By Current Report on Form 8-K filed February 18, 2000, the Registrant reported a business combination and indicated that the required financial statements would be forthcoming within 60 days thereof. The following financial statements and notes thereto are filed herewith beginning on page F-1. ITEM 8. CHANGE IN FISCAL YEAR On February 25, 2000, through a formal corporate resolution, the corporation changed its fiscal year from March 31st to December 31st. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 18, 2000 Bluepoint Linux Software Corp. By:/s/Yu Deng ------------- Yu Deng President, Chairman of the Board Shenzhen Sinx Software Co., Ltd. Report of Independent Auditors and Financial Statements For the period from inception to December 31,1999 Shenzhen Sinx Software Co., Ltd. Index To Financial Statemats Pages ----- Report of Independent Auditors 1 balance Sheet 2 Statement of Operations 3 Statement of Owners' Equity 4 Statement of Cash Flows 5 Notes to Financial Statements 6 - 9 (SHENZHEN SINX SOFTWARE CO., LTD. LETTERHEAD) Report of Independent Auditors To the Board of Directors of Shenzhen Sinx Software Co., Ltd. We have audited the accompanying balance sheet of Shenzhen Sinx Software Co. Ltd. as of December 31, 1999, and the related statements of operations, owners' equity and cash flows for the period from September 3, 1999 (date of inception) to December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards in the United States of America. Those standards require that we plan and perfom the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable base for our opinion. In our opinion. the financial statements referred to above present fairly, in all material respects, the financial position of Shenzhen Sinx Software Co., Ltd. as of December 31, 1999 and the results of its operations and casb flows for the period from September 3, 1999 (date of inception) to December 31, 1999, in conformity with generally accepted accounting principles in the United States of America. By:/s/BDO International - ----------------------- BDO International Hong Kong. March 21, 2OOO 1 Shenzhen Sinx Software Co., Ltd. Balance Sheet (Expressed in US Dollars) December 31, 1999 --------------- ASSETS Current assets Cash and cash equivalents $ 6,863 Accounts receivable 12,560 Other receivables, deposits and prepayments 1,510 inventories (Note 3) 2,276 --------------- Total current assets 23,209 Equipment, net (Note 4) 3,969 --------------- Total assets $ 27,178 =============== LIABILITIES AND OWNERS' EQUITY Current liabilities Other payables and accrued expenses $ 1,330 Other taxes payable (Note 5) 678 --------------- Total current liabilities 2,008 --------------- Commitments snd contingencies (Note 6) Owners' equity Registered share capital 24.155 Retained profits 1,015 --------------- Total owners' equity 25,170 --------------- Total liabilities and owners' equity $ 27,178 =============== See accompanying notes to financial statements. 2 Shenzhen Sinx Software Co., Ltd. Statment of Operations (Expressed in US Dollars) From inception to December 31, 1999 --------------- Net sales $ 23,027 Cost of Sales (3,491) --------------- Gross profit 19,536 Selling expenses (1,690) General and administrative expenses (16,861) --------------- Operating income 985 Interest income 30 --------------- Income before income tax 1,015 Provision for income tax (Note 7) _ --------------- Net income $ 1,015 =============== See accompanying notes to financial statements 3 Shenzhen Sinx Software Co., Ltd. Statement of Owers' Equity (Expressed in US Dollars) Total Retained Owners' Amount Profits Equity ------ ------- ------ Balance, September 3, 1999 $ - $ - $ - Capital contribution 24,155 - 24,155 Net income - 1,015 1,015 --------- ------- ---------- Balance, December 31, 1999 $ 24,155 $ 1,015 $ 25,170 ========= ======= ========== See accompanying notes to financial statements 4 Shenzhen Sinx Software Co., Ltd. Statement of Cash Flows lncrease/(Decrease) in Cash and Cash Equivalents (Expressed in US Dollars) From inception to December 31, 1999 Cash flows from operating activities Net income $ 1,015 Adjustments to reconcile net income to net cash provided by operating activities Depreciation 188 Changes in; Accounts receivable (12,560) Other receivables, deposits and prepayments (1,510) Inventories (2,276) Other payables and accrued expenses 1,330 Other taxes payable 678 ------------- Net cash used in operating activities (13,135) ------------- Cash flows from investing activities Acquisition of equipment (4,157) ------------- Net cash used in investing activities (4,157) ------------- Cash flows from financing activities Proceeds from registered capital 24,155 ------------- Net cash provided by financing activities 24,155 ------------- Net increase in cash and cash equivalents and at end of period $ 6,863 ============= See accompanying notes to financial statements. 5 Shenzhen Sinx Software Co., Ltd. Notes To Financial Statements (Expressed in US Dollars) NOTE 1- ORGANIZATION AND DESCRIPTION OF BUSINESS Shenzhen Sinx Software Co., Ltd. ("the Company") was established in the People's Republic of China (the "PRC") on September 3, 1999 as a limited liability company. The Company is owned by four individual PRC citizens, namely Yi Huo Ye, Yu Deng, Sheng Miao Liao and ZhE Kang. The Company commenced operations in October 1999 and is engaged in the licensing of its software, "Bluepoint Linux" to PRC original equipment manufacturers of personal computers and the sale of "Bluepoint Linux" software packages to software retailers in the PRC. The Company has been grantcd a ten years operation period which can be extended with approvals from relevant PRC authorities. NOTE 1- SUMMARY OF IMPORTANT ACCOUNTING POLICIES Basis of Accounting The financial statements are prepared in accordance with generally accepted accounting principles in the United States of America. Foreign Currency Translation and Transactions The functional currency of the Company is Renminbi (RMB) and the financial records are maintained and the financial statements are prepared in RMB. Foreign currency transactions during the period are translated into RMB at the exchange rates ruling at the transaction dates. Gain and loss resulting from foreign currency transactions are included in the statement of operations. When assets, liabilities and equity denominated in RMB are translated into United States Dollars, translation adjustments are included as a component of owners' equity. For the purpose of preparing these financial statements, the financial statements in RMB have been translated into United Stares Dollars at US$1.00 = RMB8.30. Revenue Recognition Revenue from software sales is recognized when all shipment obligations have been met, fees are fixed and determinable, collection of sales proceeds is deemed probable, and persuasive evidence of an agreement exists. 6 Shenzhen Sinx Software Co., Ltd. Notes To Financial Statements (Expressed in US Dollars) NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued Inventories Inventory is accounted for on the first in first out basis and is stated at the lower or cost or market. Market value is determined by reference to the sales proceeds of items sold in the ordinary course of business after the balance sheet date or to agreement estimates based on prevailing market conditions. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. Equipment and Depreciation Equipment is stated at cost. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of the assets as follows: Estiamted useful life (in years) -------------------------------- Computer equipment 5 Office equipment 5 Maintenance. Repairs and minor renewals are charged directly to the statement of operations as incurred. Additions and betterments to plant and equipment are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations. Long-lived Assets The Company periodically reviews their long-lived assets for impairment based upon the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. When events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, the asset is written down to its net realizable value. Income Taxes The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards ("SFAS") No. 109. Under SFAS No. 109. deferred tax liabilities or assests at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. 7 Shenzhen Sinx Software Co., Ltd. Notes To Financial Statements (Expressed in US Dollars) NOTE 2 - SUMMARY OF IMPORTANT ACCOUNTING POLICIES - Continued Fair Value of Financial Instruments The carrying amounts of certain financial instruments approximate their fair values as of December 31, 1999 because of the relatively short-term maturity of these instruments. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. New Accountiutg Pronouncements In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 ("SFAS No. 133"), Accounting for Derivative Instruments and Hedging Activities. SFAS No. 132 requires companies to recognize all derivative contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met. a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the cbanges in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized as income in the period of change. SFAS No. 133 as amended by SFAS No. 137 is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Based on its current and planned future activities relative to derivative instruments, the Company believes that the adoption of SFAS No. 133 will not have a significant effect on its financial statements. NOTE 3 - INVENTORIES December 31, 1999 ------------ Finished goods - software packages $ 2,276 ============ 8 Shenzhen Sinx Software Co., Ltd. Notes To Financial Statements (Expressed in US Dollars) NOTE 4 - EQUIPMENT, NET December 31, 1999 Computer equipment $ 3,988 Office equiptment 169 --------------- Less: Accumulated depreciation 188 --------------- $ 3,969 =============== NOTE 5 - OTHER TAXES PAYABLE Other taxes payable comprise mainly Valued-Added Tax ("VAT") and Business Tax ("BT"). VAT is charged at a rate of 4% on the selling price of the Company's products. BT is charged at a rate of 5% on the revenue from software licensing. NOTE 6 - COMMITMENTS AND CONTINGENCIES Operating Lease Commitment During the period ended December 31, 1999, the Company incurred lease expenses amounting to $906. As of December 31, 1999, the Company had commitments under a non-cancellable operating lease expiring within one year amounting to $302. NOTE 7 . INCOME TAX Pursuant to an approval document dated March 21, 2000 issued by the Shenzhen Tax Bureau, the Company, being a "computer software developer", is eligible to full exemption from PRC Corporate Income Tax for one year starting from the first profit making year followed by a 50% reduction in the tax payable in the following two years. Accordingly, no provision for income tax has been made for the period. No provision for deferred taxation has been made as there is no material temporary difference at the balance sheet date. 9 -----END PRIVACY-ENHANCED MESSAGE-----