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

                                 Form 10-SB

               GENERAL FORM FOR REGISTRATION OF SECURITIES OF 
                           SMALL BUSINESS ISSUERS
        
      Under Section 12(b) or (g) of the Securities Exchange Act of 1934



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



                Indiana                          35-2089858
    (State or other jurisdiction of            (I.R.S. Employer
     incorporation or organization              Identification Number)


     1710 E. Division St., Evansville, Indiana              47711 
     (Address of principal executive offices)     (Zip Code)

     Registrant's telephone number, including area code: (812) 479-7266



     Securities to be registered under Section 12(b) of the Act:

                                 None

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

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

            

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                        TABLE OF CONTENTS
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                                                              Page
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PART I

ITEM 1.   DESCRIPTION OF BUSINESS . . . . . . . . . . . . .     3

ITEM 2.   PLAN OF OPERATION. . . . . . . . . . . . . . . . .    8

ITEM 3.   DESCRIPTION OF PROPERTY. . . . . . . . . . . . . .   15

ITEM 4.   SECURITY OWNERSHIP OF CERTAIN
          BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . .   16

ITEM 5.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
          AND CONTROL PERSONS. . . . . . . . . . . . . . . .   17

ITEM 6.   EXECUTIVE COMPENSATION . . . . . . . . . . . . . .   21
  
ITEM 7.   CERTAIN RELATIONSHIP AND 
          RELATED TRANSACTIONS . . . . . . . . . . . . . . .   22

ITEM 8.   DESCRIPTION OF SECURITIES. . . . . . . . . . . . .   22

PART II

ITEM 1.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS . . . . . . . . . . . . . .. . . . . . . .   23

ITEM 2.   LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . .   25

ITEM 3.   CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
          ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . .   25

ITEM 4.   RECENT SALES OF UNREGISTERED SECURITIES. . . . . .   25

ITEM 5.   INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . .   26

PART F/S

ITEM 1.   FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . .   27


</TABLE>


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                             PART I


ITEM 1. DESCRIPTION OF BUSINESS

BUSINESS DEVELOPMENT

     MAS Acquisition XXIII Corp. (the "Company"), was incorporated on 
January 6, 1997 in the State of Indiana, to engage in any lawful 
corporate undertaking, including, but not limited to, selected 
mergers and acquisitions.  Pursuant to the Articles of Incorporation, 
the Company is authorized to issue 80,000,000 shares of Common Stock 
at $.001 par value and 20,000,000 shares of Preferred Stock at $.001 
par value. Each holder of the Common Stock shall be entitled to one 
vote for each share of Common Stock held. The Preferred Stock may be 
divided into Series or Classes by the management of the Company upon
the approval of a majority vote of the Directors of the Company. As 
of January 8, 2000, there are 8,519,900 shares of Common Stock and 
no shares of Preferred Stock outstanding.

     The Company has been in the developmental stage since inception 
and has no operations to date. Other than issuing shares to its 
shareholders, the Company never commenced any operational 
activities.  As such, the Company can be defined as a "shell" company, 
whose sole purpose at this time is to locate and consummate a merger 
or acquisition with a private entity.  The Board of Directors of the 
Company has elected to commence implementation of the Company's 
principal business purpose, described below under "ITEM 2 - PLAN OF
OPERATION". 

     The Company is filing this registration statement on a
voluntary basis because the primary attraction of the Company as a
merger partner or acquisition vehicle will be its status as a
reporting public company.  Any business combination or transaction may
potentially result in a significant issuance of shares and substantial
dilution to present stockholders of the Company. 

     The proposed business activities described herein classify the
Company as a "blank check" company.  Many states have enacted
statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. The Company
has distributed shares of its common stock as gift without any cash 
considerations to non-U.S. persons in reliance on Regulation S. The shares 
of common stock distributed in reliance on Regulation S were escrowed and 
the Company will refuse to register any transfer of the shares, during 
the two year distribution compliance period unless sold in accordance to
rule 144 for shares held for at least one year. Management does not intend
to undertake any other offering of the Company's securities, either debt or 
equity, until such time as the Company has successfully implemented its 
business plan described herein.  Relevant thereto, MAS Capital Inc., the 
primary shareholder of the Company, has expressed its intention that it has
no plan to sell its respective shares of the Company's common stock until 
such time as the Company has successfully consummated a merger or 
acquisition and the Company is no longer classified as a "blank check" 
company, and it has also expressed its intention not to sell its shares 
unless the shares are subsequently registered or if an exemption from 
registration is available. 


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RISK FACTORS

     NO OPERATING HISTORY, REVENUE AND ASSETS.  The Company has had 
no operating history nor any revenues or earnings from operations.  
The Company has little or no tangible assets or financial resources.  
The Company will, in all likelihood, continue to sustain operating 
expenses without corresponding revenues, at least until the 
consummation of a business combination.  This may result in the Company 
incurring a net operating loss which will increase continuously until 
the Company can consummate a business combination with a profitable 
business opportunity.  There is no assurance that the Company can 
identify such a business opportunity and consummate such a business 
combination.  

     SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The
success of the Company's proposed plan of operation will depend to
a great extent on the operations, financial condition and
management of the identified business opportunity.  While
management intends to seek business combination(s) with entities
having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting
such criteria.  In the event the Company completes a business
combination, of which there can be no assurance, the success of the
Company's operations may be dependent upon management of the
successor firm or venture partner firm and numerous other factors
beyond the Company's control.

     STATE BLUE SKY REGISTRATION; RESTRICTED RESALES OF THE SECURITIES
Transferability of the shares of Common Stock of the Company is very      
limited because a significant number of states have enacted regulations 
pursuant to their securities or so-called "blue sky" laws restricting or, 
in many instances, prohibiting, the initial sale and subsequent resale of 
securities of "blank check" companies such as the Company within that 
state. In addition, many states, while not specifically prohibiting or 
restricting "blank check" companies, would not register the securities 
of the Company for sale or resale in their states. Because of these 
regulations, the Company currently has no plan to register any securities
of the Company with any state. To ensure that any state laws are not
violated through the reales of the securities of the Company, the Company
will refuse to register the transfer of any securities of the Company,
to residents of any state, which prohibit such resale or if no exemption
is available for such resale. It is not anticipated that a secondary 
trading market for the Company's securities will develop in any state 
until subsequent to consummation of a Business Combination, if at all.

     SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS.  The Company is and will continue to be an
insignificant participant in the business of seeking mergers with,
joint ventures with and acquisitions of small private and public
entities.  A large number of established and well-financed
entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be desirable target
candidates for the Company.  Nearly all such entities have
significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the
Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination.  Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.

     NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION -
NO STANDARDS FOR BUSINESS COMBINATION. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger
with, joint venture with or acquisition of, a private or public
entity.  There can be no assurance the Company will be successful
in identifying and evaluating suitable business opportunities or in
concluding a business combination.  Management has not identified
any particular industry or specific business within an industry for
evaluation by the Company. There is no assurance the Company will
be able to negotiate a business combination on terms favorable to
the Company.  The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such business
opportunity.  Accordingly, the Company may enter into a business
combination with a business opportunity having no significant
operating history, losses, limited or no potential for earnings,
limited assets, negative net worth or other negative
characteristics.


<PAGE>

     CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY.
While seeking a business combination, Aaron Tsai, President of the
Company anticipates devoting up to ten hours per month to the business 
of the Company. Aaron Tsai will be the only person responsible in
conducting the day to day operations of the company including searches,
evaluations, and negotiations with potential merger or acquisition
candidates. The Company has not entered into any written employment 
agreement with Aaron Tsai and is not expected to do so in the 
foreseeable future.  The Company has not obtained key man life 
insurance on Aaron Tsai. The loss of the services of Aaron Tsai would
adversely affect development of the Company's business and its 
likelihood of continuing operations.  See "ITEM 5 - DIRECTORS, 
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS." 

     CONFLICTS OF INTEREST - GENERAL.  Aaron Tsai may in the future 
participate in business ventures which could be deemed to compete 
directly with the Company. Aaron Tsai is serving as officer and 
director of a number of other blank check companies. Additional 
conflicts of interest and non-arms length transactions may also 
arise in the future in the event the Company's current and future
officers or directors are involved in the management of any firm 
with which the Company transacts business.  


<PAGE>

     LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION.  The 
Company has neither conducted, nor have others made available to
it, results of market research indicating that market demand exists 
for the transactions contemplated by the Company.  Moreover, the
Company does not have, and does not plan to establish, a marketing
organization.  Even in the event demand is identified for a merger
or acquisition contemplated by the Company, there is no assurance
the Company will be successful in completing any such business
combination.

     LACK OF DIVERSIFICATION.  The Company's proposed operations,
even if successful, will in all likelihood result in the Company
engaging in a business combination with a business opportunity. 
Consequently, the Company's activities may be limited to those
engaged in by business opportunities which the Company merges with
or acquires.  The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry and therefore
increase the risks associated with the Company's operations.
 
     REGULATION.  Although the Company will be subject to
regulation under the Securities Exchange Act of 1934, management
believes the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities.  In
the event the Company engages in business combinations which result
in the Company holding passive investment interests in a number of
entities, the Company could be subject to regulation under the
Investment Company Act of 1940.  In such event, the Company would
be required to register as an investment company and could be
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 Company
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject the Company to material adverse
consequences.

     PROBABLE CHANGE IN CONTROL AND MANAGEMENT.  A business
combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private
company obtaining a controlling interest in the Company.  Any such
business combination may require management of the Company to sell
or transfer all or a portion of the Company's Common Shares held by
them, or resign as members of the Board of Directors of the
Company.  The resulting change in control of the Company could
result in the removal of Aaron Tsai and a corresponding reduction in 
or elimination of his participation in the future affairs of the 
Company.


<PAGE>

     POTENTIAL REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING
BUSINESS COMBINATION.  The Company's primary plan of operation is 
based upon a business combination with a private concern which, 
depending on the terms of merger or acquisition, may result in the 
Company issuing securities to shareholders of any such private company.  
The issuance of previously authorized and unissued Common Shares of the 
Company would result in reduction in percentage of shares owned by 
present and prospective shareholders of the Company and may result in a
change in control or management of the Company.

     DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter
into a business combination with an entity that desires to
establish a public trading market for its shares.  A business
opportunity may attempt to avoid what it deems to be adverse
consequences of undertaking its own public offering by seeking a
business combination with the Company.  Such consequences may
include, but are not limited to, time delays of the registration
process, significant expenses to be incurred in such an offering,
loss of voting control to public shareholders and the inability or
unwillingness to comply with various federal and state laws enacted
for the protection of investors.

     TAXATION.  Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination the
Company may undertake.  Currently, such transactions may be
structured so as to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions.  The Company
intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the
target entity;  however, there can be no assurance that such
business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets.  A non-
qualifying reorganization could result in the imposition of both
federal and state taxes which may have an adverse effect on both
parties to the transaction.

     REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Section 13 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act"), require companies subject
thereto to provide certain information about significant acquisitions,
including certified financial statements for the company acquired,
covering one, two or three years, depending on the relative size
of the acquisition. The time and additional costs that may be
incurred by some target entities to prepare such statements may
preclude consummation of an otherwise desirable acquisition by
the Company. Acquisition prospects that do not have or are unable 
to obtain the required audited financial statements may not be
appropriate for acquisition so long as the reporting requirements
of the 1934 Act are applicable.


<PAGE>

I
TEM 2. PLAN OF OPERATION

     The Company intends to seek to acquire assets or shares of an
entity actively engaged in business which generates revenues, in
exchange for its securities.  The Company has no particular
acquisitions in mind and has not entered into any negotiations
regarding such an acquisition.  None of the Company's officers,
directors, promoters or affiliates have engaged in any preliminary
contact or discussions on behalf of the Company with any representative 
of any other company regarding the possibility of an acquisition or 
merger between the Company and such other company as of the date of this 
registration statement. The Company's officers, directors, promoters or 
affiliates are engaged in contacting or discussing on behalf of many
other public shell companies with representatives of many companies 
regarding the possibility of acquisition or merger between the public 
shell companies and such other companies.

EMPLOYEES 

     The Company has no full time or part time employees.  Aaron 
Tsai has agreed to allocate a portion of his time to the activities of 
the Company, without compensation. The Company anticipates that the 
business plan of the Company can be implemented through the efforts of 
Aaron Tsai, President of the Company, devoting up to 10 hours per 
month to the business affairs of the Company, consequently, conflicts 
of interest may arise with respect to the limited time commitment by 
such officer.  See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS 
AND CONTROL PERSONS."

     Aaron Tsai has been and is currently involved with other "blank 
check" companies. Aaron Tsai may, in the future, become involved with 
other companies which have business purpose similar to that of the 
Company. As a result, additional potential conflicts of interest may 
arise in the future. If such a conflict does arise and an officer or 
director of the Company is presented with business opportunities under
circumstances where there may be a doubt as to whether the
opportunity should belong to the Company or another "blank check"
company they are affiliated with, they will disclose the
opportunity to all such companies.  If a situation arises in which
more than one company desires to merge with or acquire that target
company and the principals of the proposed target company has no
preference as to which company will merge or acquire such target
company, the company which first filed a registration statement
with the Securities and Exchange Commission will be entitled to
proceed with the proposed transaction.  See "ITEM 5 - DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS."
   
INDEMNIFICATION

     The Company shall indemnify to the fullest extent permitted by,
and in the manner permissible under the laws of the State of Indiana,
any person made, or threatened to be made, a party to an action or
proceeding, whether criminal, civil, administrative or investigative,
by reason of the fact that he/she is or was a director or officer of the
Company, or served any other enterprise as director, officer or
employee at the request of the Company. The Board of Directors, in
its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party
to any action, suit or proceeding by reason of the fact that he/she
is or was an employee of the Company. See PART II, "ITEM 5 - 
INDEMNIFICATION OF DIRECTORS AND OFFICERS."


<PAGE>

GENERAL BUSINESS PLAN

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

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

     The Company may advertise and promote the Company in newspaper, 
magazines and on the Internet. The Company has not yet prepared any 
notices or advertisement.

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


<PAGE>

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

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


<PAGE>

     Aaron Tsai has limited experience in managing companies similar to 
the Company and shall rely upon his own efforts and, to a much lesser 
extent, the efforts of the Company's shareholder, in accomplishing the 
business purposes of the Company.  It is not anticipated that any outside 
consultants or advisors will be utilized by the Company to effectuate its 
business purposes described herein.  However, if the Company does retain 
such an outside consultant or advisor, any cash fee earned by such party 
will need to be paid by the prospective merger/acquisition candidate, as 
the Company has no cash assets with which to pay such obligation. There 
have been no contracts or agreements with any outside consultants and
none are anticipated in the future.

     The Company will not restrict its search for any specific kind
of firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in essentially
any stage of its corporate life.  It is impossible to predict at
this time the status of any business in which the Company may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.  However,
the Company does not intend to obtain funds in one or more private
placements to finance the operation of any acquired business
opportunity until such time as the Company has successfully
consummated such a merger or acquisition.

     It is anticipated that the Company will incur nominal expenses
in the implementation of its business plan described herein. 
Because the Company has no capital with which to pay these
anticipated expenses, Aaron Tsai agreed to pay these charges with his
personal funds, as interest free loans to the Company.  However, the 
only opportunity which management has to have these loans repaid will 
be from a prospective merger or acquisition candidate.  Management 
has agreed that the repayment of any loans made on behalf of the 
Company will not impede, or be made conditional in any manner, to 
consummation of a 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 assets of an existing business.  On the consummation of a
transaction, it is probable that the present management and
shareholders of the Company will no longer be in control of the
Company.  In addition, the Company's directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new
directors without a vote of the Company's shareholders or may sell
their stock in the Company.  Any terms of sale of the shares
presently held by officers and/or directors of the Company will 
not be afforded to all other shareholders of the Company.  Any and 
all such sales will only be made in compliance with the securities 
laws of the United States and any applicable state.


<PAGE>

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. 
In some circumstances, however, as a negotiated element of its
transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, of
which there can be no assurance, it will be undertaken by the
surviving entity after the Company has successfully consummated a
merger or acquisition and the Company is no longer considered a
"shell" company. The issuance of substantial additional securities 
and their potential sale into any trading market which may develop 
in the Company's securities may have a depressive effect on the 
value of the Company's securities in the future, if such a market 
develops, of which there is no assurance.

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

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

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


<PAGE>

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

     As stated hereinabove, the Company will not acquire or merge
with any entity which cannot provide independent audited financial
statements within a reasonable period of time after closing of the
proposed transaction.  The Company is subject to all of the
reporting requirements included in the 1934 Act. Included in these
requirements is the affirmative duty of the Company to file
independent audited financial statements as part of its Form 8-K to
be filed with the Securities and Exchange Commission upon
consummation of a merger or acquisition, as well as the Company's
audited financial statements included in its annual report on Form
10-K (or 10-KSB, as applicable).  If such audited financial
statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements
of the 1934 Act, or if the audited financial statements provided do
not conform to the representations made by the candidate to be
acquired in the closing documents, the closing documents may
provide that the proposed transaction will be voidable, at the
discretion of the present management of the Company.  If such
transaction is voided, the agreement may also contain a provision
providing for the acquisition entity to reimburse the Company for
all costs associated with the proposed transaction.

     The Company does not intend to make any loans to any prospective 
acquisition or merger candidates or to unaffiliated third parties.  
The Company may make loans only to prospective acquisition or merger 
candidates only when such fund is available, the Company has entered 
into an acquisition or merger agreement and making a loan to the 
acquisition or merger candidate is beneficial to the Company.  The 
criteria that will be used in determining whether to make loans is 
the availability and the need of cash by the acquisition or merger 
candidate in order to complete the acquisition or merger. The loan 
may be either secured or non-secured depending on the result of 
negotiation and there is no limitations as to the amounts that may 
be loaned.


<PAGE>

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

COMPETITION

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


<PAGE>
 
ITEM 3. DESCRIPTION OF PROPERTY.

     The Company currently maintains a mailing address at 1710 E.
Division St., Evansville, Indiana 47711, which is the address of its
parent Company, MAS Capital Inc. The Company pays no rent for the use 
of this mailing address. The Company does not believe that it will need 
to maintain an office at any time in the foreseeable future in order to 
carry out its plan of operations described herein.


<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

PRINCIPLE STOCKHOLDERS

     The following table sets forth certain information as of January 8,
2000 regarding the beneficial ownership of the Company's Common 
Stock by (i) each stockholder known by the Company to be the 
beneficial owner of more than 5% of the Company's Common Stock, (ii) 
by each Director and executive officer of the Company and (iii) by 
all executive officer and Directors of the Company as a group. Each 
of the persons named in the table has sole voting and investment 
power with respect to Common Stock beneficially owned.


<TABLE>
<CAPTION>
                         Number of   Percentage of
Name and Address        Shares Owned   Shares owned
<S>                                      <C>                <C>
MAS Capital Inc.                         8,250,000          96.83%
1710 E. Division St.
Evansville, IN 47711

Aaron Tsai (1)                           8,250,000          96.83%
c/o MAS Capital Inc.
1710 E. Division St.
Evansville, IN 47711

All Directors & Officers            8,250,000          96.83%
as a group (1 person) 
</TABLE>


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


<PAGE>

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.

OFFICERS AND DIRECTORS

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


<TABLE>
<CAPTION>
     <S>            <C>       <C>
     Name           Age      Position
     Aaron Tsai     30        Chairman of the Board, President, Chief
                              Executive Officer, and Treasurer
</TABLE>


     Aaron Tsai has served as President, Chief Executive Officer, 
Treasurer and a Director of the Company since November, 1999. Mr. Tsai is 
President and Director and may hold or held other positions in the following 
companies since their inception, which are in parenthesis after the 
company names: MAS Capital Inc. (September 1999), an investment banking
firm with operating and public shell companies as subsidiaries. MAS Financial 
Corp.(August 1995), a financial consulting and investment banking firm 
specializing in reverse merger transactions and provides financial advisory 
services to public companies. MASX.com Inc. (February 1999) intends to 
develope an electronic stock trading facility. MAS Trade.net Inc. (September
1999) is in the process of becoming a broker-dealer. Aimex Camera Corp. 
(December 1996), Aimex Distributing Corp. (October 1996) and Aimex Marketing 
Corp. (October 1996) are in the wholesale distribution of point-and-shoot 
cameras and inexpensive binoculars. Aimex Distributing Corp. and Aimex
Marketing Corp. are currently inactive. American Multimedia, Inc. (June 1994) 
is an inactive distributor of multimedia add-on peripherals for personal 
computers. Aimex Imaging Corp. (November 1995) is an inactive company intended
to distribute multi-functional office equipments.  

     Aaron Tsai has previously served as President, Chief Executive Officer, 
Treasurer and a Director of the following companies since inception and is 
serving the same positions since March 1999 for MAS Acquisition X Corp. 
(October 1996), March 1999 for MAS Acquisition XI Corp. (October 1996), August 
1999 for MAS Acquisition XIV Corp. (October 1996), August 1999 for MAS 
Acquisition XV Corp. (October 1996) and August 1999 for MAS Acquisition XVI 
Corp. (October 1996).

     Aaron Tsai is serving as President, Chief Executive Officer, Treasurer
and a Director of the following companies since November 1999 for the  
following companies:
                                  Date of       
Incorporation Name            (Incorporation)
--------------------------    ---------------
MAS Acquisition XVII Corp.     (October 1996)      
MAS Acquisition XVIII Corp.    (October 1996)       
MAS Acquisition XIX Corp.      (January 1997)       
MAS Acquisition XX Corp.       (January 1997)    
MAS Acquisition XXI Corp.      (January 1997)
MAS Acquisition XXII Corp.     (January 1997)
MAS Acquisition XXIII Corp.    (January 1997)
MAS Acquisition XXIV Corp.     (January 1997) 
MAS Acquisition XXV Corp.      (January 1997) 
MAS Acquisition XXVI Corp.     (January 1997)  
MAS Acquisition XXVII Corp.    (January 1997) 
MAS Acquisition XXVIII Corp.   (January 1997) 
MAS Acquisition XXIX Corp.     (January 1997)   
MAS Acquisition XXX Corp.      (January 1997)  
MAS Acquisition XXXI Corp.     (January 1997)   
MAS Acquisition XXXII Corp.    (January 1997)   
MAS Acquisition XXXIII Corp.   (January 1997)  
MAS Acquisition XXXIV Corp.    (January 1997)   
MAS Acquisition XXXV Corp.     (January 1997)   
MAS Acquisition XXXVI Corp.    (January 1997)  
MAS Acquisition XXXVII Corp.   (January 1997)   
MAS Acquisition XXXVIII Corp.  (January 1997)
MAS Acquisition XXXIX Corp.    (January 1997)
MAS Acquisition XL Corp.       (January 1997)  
MAS Acquisition XLI Corp.      (January 1997)
MAS Acquisition XLII Corp.     (January 1997) 
MAS Acquisition XLIII Corp.    (January 1997)
MAS Acquisition XLIV Corp.     (January 1997)  
MAS Acquisition XLV Corp.      (January 1997)
MAS Acquisition XLVI Corp.     (January 1997)
MAS Acquisition XLVII Corp.    (January 1997)  
MAS Acquisition XLVIII Corp.   (January 1997)  
MAS Acquisition XLIX Corp.     (January 1997)  
MAS Acquisition L Corp.        (January 1997)
MAS Acquisition LI Corp.       (January 1997)  
MAS Acquisition LII Corp.      (January 1997)         
MAS Acquisition LIII Corp.     (January 1997)         
MAS Acquisition LIV Corp.      (January 1997)        
MAS Acquisition LV Corp.       (January 1997)     
MAS Acquisition LVI Corp.      (January 1997)
MAS Acquisition LVII Corp.     (January 1997) 
MAS Acquisition LVIII Corp.    (January 1997)
MAS Acquisition LIX Corp.      (January 1997)   
MAS Acquisition LX Corp.       (January 1997)  
MAS Acquisition LXI Corp.      (January 1997)   
MAS Acquisition LXII Corp.     (January 1997)   
MAS Acquisition LXIII Corp.    (January 1997)  
MAS Acquisition LXIV Corp.     (January 1997)  
MAS Acquisition LXV Corp.      (January 1997)   
MAS Acquisition LXVI Corp.     (January 1997)   
MAS Acquisition LXVII Corp.    (January 1997)  
MAS Acquisition LXVIII Corp.   (January 1997)
MAS Acquisition LXIX Corp.     (January 1997)   
MAS Acquisition LXX Corp.      (January 1997)  
MAS Acquisition LXXI Corp.     (January 1997)
MAS Acquisition LXXII Corp.    (January 1997)  
MAS Acquisition LXXIII Corp.   (January 1997)
MAS Acquisition LXXIV Corp.    (January 1997)
MAS Acquisition LXXV Corp.     (January 1997)
MAS Acquisition LXXVI Corp.    (January 1997) 
MAS Acquisition LXXVII Corp.   (January 1997) 
MAS Acquisition LXXVIII Corp.  (January 1997)
MAS Acquisition LXXIX Corp.    (January 1997)
MAS Acquisition LXXX Corp.     (January 1997)
MAS Acquisition LXXXI Corp.    (January 1997) 
MAS Acquisition LXXXII Corp.   (January 1997)
MAS Acquisition LXXXIII Corp.  (January 1997)
MAS Acquisition LXXXIV Corp.   (January 1997)
MAS Acquisition LXXXV Corp.    (January 1997) 
MAS Acquisition LXXXVI Corp.   (January 1997) 
MAS Acquisition LXXXVII Corp.  (January 1997) 
MAS Acquisition LXXXVIII Corp. (January 1997)
MAS Acquisition LXXXIX Corp.   (January 1997) 
MAS Acquisition XC Corp.       (January 1997)
MAS Acquisition XCI Corp.      (January 1997)  
MAS Acquisition XCII Corp.     (January 1997) 
MAS Acquisition XCIII Corp.    (January 1997) 
MAS Acquisition XCIV Corp.     (January 1997)  
MAS Acquisition XCV Corp.      (January 1997)  
MAS Acquisition XCVI Corp.     (January 1997)  
MAS Acquisition XCVII Corp.    (January 1997)   
MAS Acquisition XCVIII Corp.   (January 1997)  
MAS Acquisition XCIX Corp.     (January 1997)   
MAS Acquisition C Corp.        (January 1997)
MAS Acquisition CI Corp.       (January 1997)

     Mr. Tsai is Vice President and Director of following two Chinese 
restaurants since their inception: Hunan Restaurant of Indiana, Inc. (April
1996), which has sold its restaurant operation and Hunan Restaurant of 
Boonville, Inc. (November 1996). 

     Mr. Tsai was President and Director of Aimex International Corporation,
("AIC") from April 1996 to March 1998. AIC was the holding company of
American Multimedia, Inc., Aimex Imaging Corp., Aimex Camera (HK) Limited,
and Aimex Capital/Finance, Ltd. AIC is currently BTC Financial Services,
a non-reporting public company. Mr. Tsai was President and Director of
both Aimex Camera (HK) Limited ("AHK") (May 1995) and Aimex Capital/
Finance, Ltd. (January 1996)("ACF") since their inception to December 1998.
AHK was intended to be an exporter of point-and-shoot cameras from Hong
Kong and ACF was intended to be a company providing financing to AIC.
Mr. Tsai has been President and Director of Multi Access Systems, Inc.
(April 1993)("MASI") since inception to March 1997. MASI was intended to
be a computer multimedia company. Mr. Tsai has served as President, Chief 
Executive Officer and a Director of Aimex Camera Inc. (November 1990)
("ACI") since inception to December 1997 and President and a Director of 
Auto Stack Pacific Rim Ltd. ("ASP") from January 1999 to August 1999.
ACI was an international camera company distributing worldwide, under 
Aimex and Rioka brands as well as under private labels, a complete 
line of 35mm cameras from point-and-shoot cameras and 80mm power zoom 
cameras. ACI was formed to market or build a patented, automated multi-
level parking system licensed by Auto Stack International in Asia.

     The Officer and Director identified in above table is the Company's 
only promoter.

     The SEC reporting blank check companies that Aaron Tsai served or is
serving as President and Director are listed in following table:

                                            File         Date       
Incorporation Name            Form type    Number     of Filing(3)  Status(1)
--------------------------   -----------   -------   ------------   ---------
MAS Acquisition I Corp.       Form 10-SB   0-28772   Sep 4, 1996     Merged
MAS Acquisition II Corp.(2)      n/a         n/a         n/a         Merged
MAS Acquisition III Corp.     Form 10-SB   0-24897   Sep 16, 1998    Merged
MAS Acquisition IV Corp.(2)      n/a         n/a         n/a         Merged
MAS Acquisition V Corp.(2)       n/a         n/a         n/a         Merged
MAS Acquisition VI Corp.      Form 10-SB   0-23947   Mar 26, 1998    Merged
MAS Acquisition VII Corp.     Form 10-SB   0-25879   Apr 27, 1999    Merged
MAS Acquisition VIII Corp.    Form 10-SB   0-25881   Apr 27, 1999    Merged 
MAS Acquisition IX Corp.      Form 10-SB   0-25791   Apr 15, 1999    Merged
MAS Acquisition X Corp.       Form 10-SB   0-25795   Apr 15, 1999      No
MAS Acquisition XI Corp.      Form 10-SB   0-25797   Apr 15, 1999      No
MAS Acquisition XII Corp.     Form 10-SB   0-25883   Apr 27, 1999    Merged
MAS Acquisition XIII Corp.    Form 10-SB   0-27155   Aug 27, 1999    Merged
MAS Acquisition XIV Corp.     Form 10-SB   0-27157   Aug 27, 1999      No       
MAS Acquisition XV Corp.      Form 10-SB   0-27159   Aug 27, 1999      No       
MAS Acquisition XVI Corp.     Form 10-SB   0-27161   Aug 27, 1999      No       
MAS Acquisition XVII Corp.    Form 10-SB   0-27165   Aug 30, 1999      No       
MAS Acquisition XVIII Corp.   Form 10-SB   0-27167   Aug 27, 1999      No       
MAS Acquisition XIX Corp.     Form 10-SB   0-27171   Aug 30, 1999      No       
MAS Acquisition XX Corp.      Form 10-SB   0-27173   Aug 30, 1999      No    
MAS Acquisition XXI Corp.        n/a         n/a         n/a           No
MAS Acquisition XXII Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXIII Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXIV Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXV Corp.     Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXVI Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXVII Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No 
MAS Acquisition XXVIII Corp.  Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXIX Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXX Corp.     Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXI Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXII Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXIII Corp.  Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXIV Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXV Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXVI Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXVII Corp.  Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXVIII Corp. Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XXXIX Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No 
MAS Acquisition XL Corp.      Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLI Corp.     Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLII Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLIII Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLIV Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLV Corp.     Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLVI Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLVII Corp.   Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLVIII Corp.  Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition XLIX Corp.    Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition L Corp.       Form 10-SB   ****(4)   Jan 17, 2000      No
MAS Acquisition LI Corp.      Form 10-SB   ****(4)   Jan 17, 2000      No
-----------------------------------------------------------------------------
(1) Under Merger Status "Merged" represents either a merger or an acquisition 
has occurred or the company ceased to be a blank check company by operating a
specific business and "No" represents that the company is currently seeking a 
merger or acquisition candidate. More detailed information for each merger
is disclosed in following paragraphs.

(2) These non-reporting companies are included for information purposes only.
The purpose is to show continuity because these companies are incorporated 
with consecutive names.

(3) On the 61th day of filing, each company becomes subject to the reporting
requirements under the Securities Exchange Act of 1934. 

(4) To be assigned.

     In December 1997 MAS Acquisition I Corp. ("MAS-I") merged with Sloan 
Electronics, Inc. ("Sloan") and renamed to Sloan Electronics, Inc. ("SEI").
SEI is a manufacturer of electronics monitoring devices. Pursuant to the 
Agreement of Merger, MAS-I issued 8,227,070 shares of Common Stock in 
exchange for 3,561,500 shares of Common Stock of Sloan and Aaron Tsai 
returned 7,680,083 shares of Common Stock to MAS-I for cancellation. 
Subsequent to the merger, Mr. Tsai received 100,000 shares of Common Stock 
for consulting services provided by his company, MAS Financial Corp. SEI
subsequently changed its name to Salient Cybertech, Inc. ("SCI"). Mr. Tsai 
currently is a non-affiliated shareholder of SCI. SCI is currently a SEC
reporting company.

     In September 1997 MAS Acquisition II Corp. renamed to ThermoTek 
Environmental, Inc. ("TEI") and issued 900,000 shares of Common Stock and
a non-interest bearing note for $25,000 to WERE International, Inc. to 
acquire exclusive rights to Apparatus for Converting Waste Materials to 
Gaseous and Char Materials, US Patent Number 5,104,490. TEI is in the 
business of licensing waste material recycling technology. Mr. Tsai 
currently is an affiliated shareholder. TEI is not currently a SEC 
reporting company and has never filed Form 10 or Form 10-SB.

     In March 1999 MAS Acquisition III Corp. ("MAS-III") merged with 
SurgiLight, Inc. ("SLI") and renamed to SurgiLight, Inc. ("SurgiLight"). 
SurgiLight is a manufacturer and retail operator of laser eye surgery 
equipments. Pursuant to the Agreement of Merger, MAS-III issued 10,394,330 
shares of Common Stock for 10,394,330 shares of Common Stock of SLI and 
Aaron Tsai returned 7,500,000 shares of Common Stock to MAS-III for 
cancellation. SLI agreed to pay Mr. Tsai's company, MAS Financial Corp., 
$100,000 finder's fee and MAS Financial Corp. agrees to pay up to $65,000 
in merger related expenses. Mr. Tsai currently is a non-affiliated
shareholder of SurgiLight and may provide consulting services through MAS 
Financial Corp. SurgiLight is currently a SEC reporting company.

     In July 1997, MAS Acquisition IV Corp. renamed to Aimex Distributing 
Corp. and in July 1997, MAS Acquisition V renamed to Aimex Marketing Corp. 
Both Aimex Distributing Corp. and Aimex Marketing Corp. markets and 
distributes cameras. Currently, Aaron Tsai is President, Director and
principle shareholder of these two companies. These two companies are
not currently SEC reporting companies and have never filed Form 10 or 
Form 10-SB.

     In March 1999 MAS Acquisition VI Corp. ("MAS-VI") acquired 88.65% of 
CoalCorp Pty Ltd ("Coal") and renamed to Nu Energy Inc. ("NEI"). Pursuant to 
the Stock Exchange Agreement, MAS-VI issued 1,301,823 shares of Common Stock 
for 23,432,786 shares of Coal and issued 359,995 shares of Common Stock to 
Aaron Tsai as compensation. Mr. Tsai currently is a non-affiliated
shareholder of NEI and his company, MAS Financial Corp., provides consulting 
services to NEI and NEI agreed to pay MAS Financial Corp. a total of $11,000. 
NEI is currently a SEC reporting company. 

     In August 1999 MAS Acquisition VII Corp. ("MAS-VII") merged with
Dimgroup, Inc. ("DIM") and renamed to Dimgroup.com Inc. ("DGI"). Pursuant
to the Stock Exchange Agreement, MAS-VII issued 7,667,820 shares of Common
Stock for 4,500 shares of Common Stock of DIM and Aaron Tsai returned
7,667,820 shares of Common Stock to MAS-VII for cancellation. DIM agreed
to pay Aaron Tsai's company, MAS Financial Corp., a total of $135,000 in 
consulting fee. Mr. Tsai currently is an affiliated shareholder of DGI and 
will become a non-affiliated shareholder of DGI, 90 days after his 
resignation on August 16, 1999 as an officer/director. MAS Financial Corp. 
currently provides consulting services to DGI. DGI is currently a SEC 
reporting company. 

     In September 1999 MAS Acquisition VIII Corp. ("MAS-VIII") merged with
NetStaff, Inc. ("NETS") and renamed to NetStaff, Inc. ("NTSF"). Pursuant
to the Stock Exchange Agreement, MAS VIII issued 8,505,000 shares of Common
Stock for 1,669,505 shares of Common Stock of NETS and Aaron Tsai returned
8,505,000 shares of Common Stock to MAS-VIII for cancellation. A consultant
of NETS agreed to pay Aaron Tsai's company, MAS Financial Corp., a total of
$150,000 in consulting fee. Mr. Tsai currently is an affiliated shareholder
of NTSF and will become a non-affiliated shareholder of NTSF, 90 days after
his resignation on September 15, 1999 as an offer/director. MAS Financial
Corp. currently provides consulting services to NTSF. NTSF is currently a
SEC reporting company.

     In November 1999 MAS Acquisition IX Corp. ("MAS-IX") merged with
Airtrax, Inc. ("AITX"). Pursuant to the Agreement and Plan of Merger, AITX
issued 114,867 shares of Common Stock in exchange for 8,519,800 shares of
Common Stock of MAS-IX. AITX agreed to pay Aaron Tsai's company, MAS
Financial Corp., a total of $50,000 in consulting fee. Mr. Tsai currently
is an affiliated shareholder of AITX and will become a non-affiliated
shareholder 90 days after his resignation on November 16, 1999. MAS 
Financial Corp. currently provides consulting services to AITX. AITX is 
currently a SEC reporting company.

     In November 1999 MAS Acquisition XII Corp. ("MAS-XII") merged with
Netserv Caribbean Limited ("NETSERV") and renamed to Netserv 
Communications Inc. ("NETC"). Pursuant to the Stock Exchange Agreement. 
MAS-XII issued 4,912,400 shares of Common Stock for 6,412,400 shares of 
Common Stock of NETSERV and MAS Capital Management Inc., which changed its 
name to MAS Capital Inc., returned 8,220,833 shares of Common Stock to 
MAS-XII for cancellation. NETSERV agreed to pay Aaron Tsai's company,
MAS Financial Corp., a total of $200,000 in consulting fee. Mr. Tsai
currently is an affiliated shareholder of NETC and will become a non-
affiliated shareholder of NETC, 90 days after his resignation on November
18, 1999 as an officer/director. NETC is currently a SEC reporting 
company.

     In December 1999 MAS Acquisition XIII Corp. ("MAS-XIII") acquired
LoanRates Online, Inc. ("LOAN") as a wholly owned subsidiary and renamed
to LoanRates Online.com, Inc. ("LROC"). Pursuant to the Plan and
Agreement of Reorganization, MAS-XIII issued 8,627,000 shares of Common
Stock for all of the issued and outstanding shares of LOAN and MAS
Capital Management Inc., which changed its name to MAS Capital Inc.,
returned 8,215,000 shares of Common Stock to MAS-XIII for cancellation.
A consultant of LOAN agreed to pay Aaron Tsai's company, MAS Financial 
Corp., a total of $90,000 in consulting fee. Mr. Tsai currently is an 
affiliated shareholder of LROC and will become a non-affiliated shareholder
of LROC, 90 days after his resignation on December 13, 1999 as an offer/
director. MAS Financial Corp. currently provides consulting services to 
LROC. LROC is currently a SEC reporting company.

PRIOR BLANK CHECK OFFERINGS

     Mr. Aaron Tsai was involved in a number of blank check offerings to 
the public, while serving as an officer and or director of following 
companies: On September 11, 1996, Multi Access Systems Inc. gifted 23,600 
shares of its common stock in reliance on Regulation S to non-U.S. persons 
for the purpose of increasing the number of shareholders. On July 1, 1997 
MAS Acquisition I corp. and on March 16, 1997, MAS Acquisition II Corp., 
MAS Acquisition III Corp., MAS Acquisition IV Corp., MAS Acquisition V Corp.,
MAS Acquisition VI Corp., MAS Acquisition VII Corp., MAS Acquisition VIII 
Corp., MAS Acquisition IX Corp., MAS Acquisition X Corp., MAS Acquisition XI 
Corp., MAS Acquisition XII Corp., MAS Acquisition XIII Corp., MAS Acquisition 
XIV Corp., MAS Acquisition XV Corp. and MAS Acquisition XVI Corp., each gifted 
3,100 shares of its common stock, respectively, in reliance on Regulation S to 
non-U.S. persons for the purpose of increasing the number of shareholders. On 
September 30, 1998, MAS Acquisition III Corp. gifted 2,070 and MAS 
Acquisition VI Corp. gifted 3,070 shares of its common stock, in reliance 
on Regulation S to non-U.S. persons for the purpose of increasing the number 
of shareholders.

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

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


<PAGE>

     The officer and director is, so long as he is officer or 
director of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation which
come to his attention, either in the performance of his duties
or in any other manner, will be considered opportunities of, and be
made available to the Company and the companies that he is
affiliated with on an equal basis.  A breach of this requirement
will be a breach of the fiduciary duties of the officer or 
director.  If the Company or the companies in which the officer
and director is affiliated with both desire to take advantage of
an opportunity, then said officer and director would abstain from
negotiating and voting upon the opportunity.  However, the officer
and director may still take advantage of opportunities if
the Company should decline to do so.  Except as set forth above,
the Company has not adopted any other conflict of interest policy
with respect to such transactions.

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

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


<PAGE>

INVESTMENT COMPANY ACT OF 1940

     Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities.  In the event the Company engages in business
combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to
regulation under the Investment Company Act of 1940.  In such
event, the Company would be required to register as an investment
company and could be 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
Company under the Investment Company Act of 1940 and, consequently,
any violation of such Act would subject the Company to material
adverse consequences.  The Company presently desires to be exempt 
from the Investment Company Act of 1940 via Regulation 3a-2 thereto.

INVESTMENT ADVISOR ACT OF 1940

     The Company is not an "investment adviser" under the Federal 
Investment Adviser Act of 1940, which classification would involve a 
number of negative considerations. Accordingly, the Company will not 
furnish or distribute advice, counsel, publications, writings, analysis 
or reports to anyone relating to the purchase or sale of any securities 
within the language, meaning and intent of Section 2(a)(11) of the 
Investment Adviser Act of 1940, 15 U.S.C.


<PAGE>

ITEM 6. EXECUTIVE COMPENSATION.

     The Company issued 1,250 shares of Common Stock as compensation
to former directors. None of the Company's current officer and/or 
director received any compensation for their respective services 
rendered unto the Company, nor have they received such compensation 
in the past. Aaron Tsai has agreed to act without compensation until 
authorized by the Board of Directors, which is not expected to occur 
until the Company has generated revenues from operations after 
consummation of a merger or acquisition.  As of the date of this 
registration statement, the Company has no funds available to pay 
Aaron Tsai. Further, Aaron Tsai is not accruing any compensation 
pursuant to any agreement with the Company.

     It is possible that, after the Company successfully
consummates a merger or acquisition with an unaffiliated entity,
that entity may desire to employ or retain one or a number of
members of the Company's management for the purposes of providing
services to the surviving entity, or otherwise provide other
compensation to such persons.  However, the Company has adopted a
policy whereby the offer of any post-transaction remuneration to
members of management will not be a consideration in the Company's
decision to undertake any proposed transaction.  The management has 
agreed to disclose to the Company's Board of Directors any 
discussions concerning possible compensation to be paid to them by 
any entity which proposes to undertake a transaction with the 
Company.

     It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the Company. 
In the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee.  It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form of
cash consideration.  However, if such compensation is in the form
of cash, such payment will be tendered by the acquisition or merger
candidate, because the Company has insufficient cash available. 
The amount of such finder's fee cannot be determined as of the date
of this registration statement, but is expected to be comparable to
consideration normally paid in like transactions.  Aaron Tsai may
receive a finders fee, either directly or indirectly, as a result 
of his efforts to implement the Company's business plan outlined 
herein.

     The Company may also compensate Aaron Tsai, President of the 
Company between 800,000 to 1,500,000 shares of Common Stock of the 
Company for his services in connection with completion of an 
acquisition or merger. The Company does not intend to compensate any 
other Officers and Directors of the Company or consultants in 
connection with completion of an acquisition or merger.

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


<PAGE>

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to
Item 404 of Regulation S-B.
     
ITEM 8. DESCRIPTION OF SECURITIES.

COMMON STOCK

     The Articles of Incorporation currently authorizes the 
Company to issue Eighty Million (80,000,000) shares of Common Stock 
at $.001 par value. Each holder of the Common Stock shall be entitled 
to one vote for each share of Common Stock held. As of January 8, 2000
there are 8,519,900 shares of Common Stock outstanding.

PREFERRED STOCK

     Pursuant to the Articles of Incorporation, the Company is 
authorized to issue Twenty Million (20,000,000) shares of Preferred 
Stock at $.001 par value. The Preferred Stock may be divided into 
Series or Classes, with special voting rights and preferences, to be 
established by the management of the Company upon the approval of a 
majority vote of the Directors of the Company. As of January 8, 2000, 
there are no shares of Preferred Stock outstanding.

     If the Board of Directors authorized the issuance of shares of 
Preferred Stock with conversion rights, the number of shares of Common 
Stock outstanding could potentially be increased by up to the authorized 
amount. Issuance of Preferred Stock could, under certain circumstances, 
have the effect of delaying or preventing a change in control of the 
Company and may adversely affect the rights of holders of other classes 
of Preferred Stock or holders of Common Stock. Also, Preferred Stock 
could have preferences over the Common Stock and other series of 
Preferred Stock with respect to dividends and liquidation rights. 

     Upon liquidation of the Company, each shareholder is entitled 
to receive a proportionate share of the Company's assets available 
for distribution to shareholders after the payment of liabilities 
and after distribution in full of preferential amounts, if any.  
All shares of the Company's Common Stock issued and outstanding are
fully-paid and nonassessable.  Holders of the Common Stock are
entitled to share pro rata in dividends and distributions with
respect to the Common Stock, as may be declared by the Board of
Directors out of funds legally available therefor.
                      

<PAGE>

                             PART II

ITEM 1. 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 to have its Common Stock traded on the over-the-
counter market and listed on the OTC Bulletin Board. There is no assurance 
that a trading market will ever develop or, if such a market does develop, 
that it will continue.  

     As of January 8, 2000, the number of holders of the Company's Common 
Stock was 151.

DIVIDEND POLICY

     The Company has not paid any cash dividends on its Common Stock 
and presently intends to continue a policy of retaining earnings, if any, 
for reinvestment in its business.

PENNY STOCK

     Until the Company's shares qualify for inclusion in the Nasdaq 
system, the trading of the Company's securities, if any, will be in 
the over-the-counter markets which are commonly referred to as the 
"pink sheets" or on the OTC Bulletin Board. As a result, an 
investor may find it more difficult to dispose of, or to obtain 
accurate quotations as to the price of the securities offered.

     Effective August 11, 1993, the Securities and Exchange
Commission adopted Rule 15g-9, which established the definition of
a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share,
subject to certain exceptions.  For any transaction involving a
penny stock, unless exempt, the rules require: (i) that a broker or
dealer approve a person's account for transactions in penny stocks;
and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.  In order to approve
a person's account for transactions in penny stocks, the broker or
dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable
for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.  The broker or dealer must
also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the
basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior to the
transaction.  Disclosure also has to be made about the risks of
investing in penny stock in both public offering and in secondary
trading, and about commissions payable to both the broker-dealer
and the registered representative, current quotations for the
securities and the rights and remedies available to an investor in
cases of fraud in penny stock transactions.  Finally, monthly
statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited
market in penny stocks.


<PAGE>

     The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in the
criteria for continued NASDAQ eligibility.  In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in net
tangible assets or $35,000,000 in market capitalization or $500,000
net income in latest fiscal year or 2 or last 3 fiscal years, a 
$1,000,000 market value of its publicly-traded securities and 500,000 
shares in public float. In addition, continued inclusion requires two 
market-makers and a minimum bid price of $1.00 per share.

     Management intends to strongly consider undertaking a
transaction with any merger or acquisition candidate which will
allow the Company's securities to be traded without the aforesaid
limitations.  However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to insure
continued listing.  The failure of the Company to qualify its
securities or to meet the relevant maintenance criteria after such
qualification in the future may result in the discontinuance of the
inclusion of the Company's securities on a national exchange.  In
such events, trading, if any, in the Company's securities may then
continue in the over-the-counter market.  As a result, a 
shareholder may find it more difficult to dispose of, or to obtain 
accurate quotations as to the market value of, the Company's
securities.


<PAGE>

ITEM 2. LEGAL PROCEEDINGS.

     The Company is not a party to any legal proceedings.

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
AND FINANCIAL DISCLOSURE. 

     The Company has not changed accountants since its formation
and there are no disagreements with the findings of said
accountants.

ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.

     On January 6, 1997, the Company issued 8,500,000 shares of 
Common Stock to Aaron Tsai, President of the Company, for $90,
which was below the par value at $.001 per common share. The 
Company relied on exemption provided by Section 4(2) of the Securities 
Act of 1933, as amended, for the issuance of 8,500,000 shares of 
Common Stock to Aaron Tsai. On January 6, 1997, the Company issued
500 shares of Common Stock and on September 30, 1998 the Company issued
750 shares of Common Stock to former directors of the Company as 
compensation for their services valued at $1 and $1, respectively.
On October 1, 1999, the Company issued 100 shares of Common Stock to 
an individual as compensation for his service valued at $0. The
Company relied on exemption provided by Section 4(2) of the Securities 
Act of 1933, as amended, for the issuance of 500 shares and 750 shares
of Common Stock to the former directors of the Company and 100 shares
of Common Stock to an individual. All of these shares are "restricted"
shares as defined in Rule 144 under the Securities Act of 1933, as 
amended (the "Act"). These shares may not be offered for public sale 
except under Rule 144, or otherwise, pursuant to the Act.

     On January 6, 1997, Aaron Tsai gifted 50,000 shares of Common
Stock each to three former directors of the Company for a total of
150,000 shares of Common Stock. Aaron Tsai relied on exemption 
provided by Section 4(2) of the Securities Act of 1933, as amended,
for the transfer of the 150,000 shares. On January 6, 1997 and on
January 31, 1998, Aaron Tsai gifted 50,000 shares of Common Stock
each to two non-U.S. persons for a total of 100,000 shares of Common
Stock as gift. Aaron Tsai relied on exemption provided by Regulation S
of the Securities Act of 1933, as amended, for the transfer of 100,000
shares of Common Stock to these two non-U.S. persons. All of these shares 
are "restricted" shares as defined in Rule 144 under the Securities Act 
of 1933, as amended (the "Act"). These shares may not be offered for 
public sale except under Rule 144, or otherwise, pursuant to the Act.

     All of the investors except one, who received securities issued in 
reliance on Section 4(2), are accredited investors. The Company have made 
avaialbe to them all corporate documents.

     On March 31, 1997, the Company completed a distribution of 7,750
shares of Common Stock to 31 non-U.S. persons as gift. On September 30, 
1998 the Company completed a distribution of 10,800 shares of Common 
Stock to 108 non-U.S. persons as gift. The Company relied on exemption 
provided by Regulation S of the Securities Act of 1933, as amended, for 
the issuance of 7,750 shares and 10,800 shares of Common Stock to these 
non-U.S. persons. All of these shares are "restricted" shares as defined 
by Regulation S under the Securities Act of 1933, as amended (the "Act"). 
Most of these shares may not be offered for public sale except under 
Regulation S, Rule 144, or otherwise, pursuant to the Act.

     Of the 8,519,900 shares of the Company's Common Stock outstanding, 
8,508,250 shares are eligible for sale in the public market, subject 
in the case of most of such shares to comply with the volume 
limitations of Rule 144 under the Securities Act of 1933, as amended 
(the "Securities Act").

     In general, under Rule 144, a person (or persons whose shares
are aggregated) who has satisfied a one year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to such sale.  Rule 144
also permits, under certain circumstances, the sale of shares
without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the
preceding three months, an affiliate of the Company.  

     Regulation S provides generally that any offer or sale that
occurs outside of the United States is exempt from the registration
requirements of the Securities Act of 1933, provided that certain 
conditions are met. Regulation S has two safe harbors. One safe
harbor applies to offers and sales by issuers, securities
professionals involved in the distribution process pursuant to
contract, their respective affiliates, and persons acting on
behalf of any of the foregoing (the "issuer safe harbor"), and 
the other applies to resales by persons other than the issuer,
securities professionals involved in the distribution process
pursuant to contract, their respective affiliates (except certain
officers and directors), and persons acting on behalf of any
of the forgoing (the "resale safe harbor"). An offer, sale or
resale of securities that satisfied all conditions of the
applicable safe harbor is deemed to be outside the United States
as required by Regulation S. The distribution compliance period 
for shares sold in reliance on Regulation S is two years.  

     The Company has complied with the requirements of Regulation S
by having no directed selling efforts made in the United States, 
ensuring that each persons is a non-U.S. person with address
in a foreign country and having each persons made representation to 
the Company certifying that he or she is not a U.S. person and is not
acquiring the Securities for the account or benefit of a U.S.
person other than persons who purchased Securities in transactions 
exempt from the registration requirements of the Securities Act;
and also agrees only to sell the Securities in accordance with the
registration provisions of the Securities Act or an exemption
therefrom, or in accordance with the provisions of the Regulation.

     Three individuals who assisted the company in the gifting of 
shares in reliance on Regulation S are David Guevara, Sergey Nerba and 
Robert Bowmer. The criteria for the selection of the giftees are that
they need to be non-U.S. persons and willing to certify that they are
non-U.S. persons and agree only to sell the securities in accordance
with the registration provisions of the Securities Act or an exemption
therefrom, or in accordance with the provisions of the Regulation.

     David Guevara, Sergey Nerba and Robert Bowmer assisted the company 
in gifting shares to non-U.S. persons in Venezuela, Russia and U.K.,
respectively. None of them received compensation for the gifting of shares.
They are also giftees of shares of the company.

     The Company has obligations to ensure that any state laws are not 
violated through the sale and resale of its securities. Aaron Tsai,
President of the Company, understood and agreed that the securities of 
the Company originally issued to him, currently held by MAS Capital Inc. 
are unregistered and restricted securities and may not be sold, 
transferred or otherwise disposed of unless registered or qualified 
under applicable state securities laws or an exemption therefrom is 
available.
 

<PAGE>

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS. 

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

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


<PAGE>

                             PART F/S

ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS. 
     
(a) The following financial statements of the Company are filed as part of 
this Report:


<TABLE>
<CAPTION>
(1) Financial Statements                                 Page
<S>                                   <C>
                Report of Independent Auditors                  F-1
                Balance Sheet as of December 31, 1999           F-2
                Statements of Operations, For the                
                   Years Ended December 31, 1998 and 1999 and
                   the Period From Inception (January 6, 1997)
                   to December 31, 1999                         F-3        
                Statement of Changes in Stockholders' Equity    
                   For the Period From (Inception) January 6,
                   1997, through December 31, 1999              F-4
                Statements of Cash Flows, For the                
                   Years Ended December 31, 1998 and 1999, and  
                   the Period From Inception (January 6, 1997)
                   to December 31, 1999                         F-5  
Notes to Financial Statements as of
                   December 31, 1999                            F-6
</TABLE>


(2) Exhibits:

        (1)      Not Applicable 
        (2)      Not Applicable
        (3.0)     Articles of Incorporation
        (3.1)    By-laws
        (4.0)     Not Applicable
        (5)     Not Applicable
        (6)     Not Applicable
        (7)     Not Applicable
        (8)       Not Applicable
        (9)       Not Applicable
        (10)    Not Applicable
        (11)      Not Applicable
        (12)      Not Applicable
        (13)      Not Applicable
        (14)      Not Applicable
        (15)      Not Applicable
        (16)      Not Applicable
        (17)      Not Applicable
        (18)      Not Applicable
        (19)      Not Applicable
        (20)      Not Applicable
        (21)      Not Applicable
        (22)      Not Applicable
        (23)      Not Applicable
        (24)      Consent of Stark Tinter & Associates, LLC
                  Certified Public Accountants
        (25)      Not Applicable
        (26)      Not Applicable
        (27)      Not Applicable
        (28)      Not Applicable
        (99)      Subscription Agreement


<PAGE>

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the 
registrant caused this registration statement to be signed on its behalf by the 
undersigned, thereunto duly authorized. 



MAS ACQUISITION XXIII CORP.


                            
Date: January 8, 2000       By: /s/ Aaron Tsai
                            __________________________________
                            Aaron Tsai
                            President, Chief Executive Officer
                            Treasurer and Director



<PAGE>



               REPORT OF INDEPENDENT AUDITORS

Shareholders and Board of Directors
MAS Acquisition XXIII Corp.

We have audited the accompanying balance sheet of MAS Acquisition XXIII 
Corp. (a development stage Company) as of December 31, 1999, and the 
related statements of operations, changes in stockholders' equity, and 
cash flows for each of the years ended December 31, 1998 and 1999, and 
the period from January 6, 1997 (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 audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audits 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement. An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements. An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well 
as evaluating the overall financial statement presentation. We believe 
that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of MAS 
Acquisition XXIII Corp. (a development stage Company) as of December 31, 
1999, and the results of its operations, and its cash flows for each 
of the years ended December 31, 1998 and 1999, and the period from 
January 6, 1997 (date of inception) to December 31, 1999 in conformity 
with generally accepted accounting principles.

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


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

Denver, Colorado
January 5, 2000



<PAGE>

                 MAS Acquisition XXIII Corp. 
               (A Development Stage Company)
                      Balance Sheet
                  As of December 31, 1999


<TABLE>
<CATION>
                          Assets

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

Other assets:
  Organization costs net of amortization of $54                    36
                                                             --------
     Total assets                                            $     36 
                                                             ========

            Liabilities and Stockholders' Equity

Current liabilities:
  Total current liabilities                                  $    -

Stockholders' equity:
Preferred stock, $.001 par value
   20,000,000 shares authorized,
   none issued or outstanding                                     -
Common stock, $.001 par value,
   80,000,000 shares authorized,
   8,519,900 shares issued and
   outstanding                                                    111
   Deficit accumulated during the
    development stage                                             (75)
                                                             --------
     Total liabilities and stockholders' equity              $     36 
                                                             ========
</TABLE>


     Read the accompanying notes to the financial statements.


<PAGE>

                              MAS Acquisition XXIII Corp.
                            (A Development Stage Company)
                               Statements of Operations  
                For the Years Ended December 31, 1998 and 1999 and 
       the Period From Inception (January 6, 1997) to December 31, 1999


<TABLE>
<CAPTION>
                                                 Year             Year           Inception
                                                 Ended            Ended              to
                                               December 31,     December 31,    December 31,
                                                  1998             1999             1999    

                                              ------------      -----------    ------------
<S>                                           <C>               <C>            <C>
Revenue                                       $     -           $    -         $    -

Costs and expenses:
 General and Administrative                           30               18             75
                                              ----------        ---------      ---------
   Net (loss)                                 $      (30)       $     (18)     $     (75)
                                              ==========        =========      =========
Per share information:

 Weighted average number
 of common shares 
 outstanding - basic and fully diluted         8,512,100        8,519,825       8,512,746
                                               =========        =========       =========

 (Loss) per share - basic and fully diluted    $    (.00)       $    (.00)      $    (.00)
                                               =========        =========       =========


</TABLE>


                Read the accompanying notes to the financial statements.


<PAGE>

                       MAS Acquisition XXIII Corp.
                     (A Development Stage Company)
              Statement of Changes in Stockholders' Equity
       For the Period From (Inception) January 6, 1997, through
                          December 31, 1999


<TABLE>
<CAPTION>
                                                    Deficit Accumulated
                                                         During the            
                                Common Stock         Development Stage   Total 
                              ----------------      -------------------  ----- 
                              Shares    Amount 
                              ------    ------
<S>                           <C>       <C>            <C>           <C>   
Shares issued at inception
 for organization costs 
 aggregating $90            8,500,000   $     90       $    -        $      90
Shares issued for
 services at $.001
 per share during 
 January, 1997                    500          1                             1
Gift shares issued 
 during March, 1997 at
 $.001 per share                7,750          8                             8
Net (loss) for the year          -          -                (27)          (27)
                            ---------   --------       ---------     ---------
Balance December 31, 1997   8,508,250         99             (27)           72
Shares issued for
 services at $.001
 per share during 
 September, 1998                  750          1                             1
Gift shares issued 
 during September, 1998 at
 $.001 per share               10,800         11                            11
Net (loss) for the year          -          -                (30)          (30)
                            ---------   --------       ---------     ---------
Balance December 31, 1998   8,519,800        111             (57)           54
Shares issued for
 services at $.001
 per share during 
 October, 1999                    100       -                              -  
Net (loss) for the year          -          -                (18)          (18)
                            ---------   --------       ---------     ---------
Balance December 31, 1999   8,519,900   $    111       $     (75)    $      36
                            =========   ========       =========     =========

</TABLE>

 
     Read the accompanying notes to the financial statements.


<PAGE>

                            MAS Acquisition XXIII Corp.
                          (A Development Stage Company)
                             Statements of Cash Flows
                For the Years Ended December 31, 1998 and 1999, and 
        the Period From Inception (January 6, 1997) to December 31, 1999


<TABLE>
<CAPTION>
                                                 Year         Year        Inception
                                                 Ended        Ended          to
                                               December 31, December 31, December 31,
                                                  1998         1999          1999    
                                               -----------  -----------   ----------
<S>                                             <C>          <C>          <C>
Cash Flows From Operating Activities:
  Net (loss)                                    $      (30)  $      (18)  $      (75)
Adjustments to reconcile net (loss) to net cash
 provided by (used in) operating activities:
  Amortization                                          18           18           54
  Issuance of common stock for services                  1         -               2
  Gift shares issued                                    11         -              19
                                                ----------  -----------   ----------
Net cash provided by (used in) 
  operations                                          -            -            -    
                                                ----------  -----------   ----------
Cash flows from investing activities:
Net cash provided by (used in)
  investing activities                                -            -            -    
                                                ----------  -----------   ----------
Cash flows from financing activities:
Net cash provided by (used in)
  financing activities                                -            -            -    
                                                ----------  -----------   ----------
Net increase (decrease) in cash and
  cash equivalents                                    -            -            -    
                                                ----------  -----------   ----------
Beginning cash and cash equivalents                   -            -            -    
                                                ----------  -----------   ----------
Ending cash and cash equivalents                $     -      $     -      $     -    
                                                ==========  ===========   ==========

Supplemental disclosure of cash flow information:

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

Supplemental schedule of non-cash investing and financing  activities:

 Common shares issued for organization
  costs                                         $     -      $     -      $      90

</TABLE>


     Read the accompanying notes to the financial statements.


<PAGE>

                        MAS Acquisition XXIII Corp.
                      (A Development Stage Company)
                      Notes to Financial Statements
                         As of December 31, 1999

Note 1. SIGNIFICANT ACCOUNTING POLICIES

A. Organization

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

B. Cash and cash equivalents

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

C. Intangible assets

The cost of intangible assets is amortized using the straight line method 
over the estimated useful economic life (five years for organization 
costs). They are stated at cost less accumulated amortization. The 
Company reviews for the impairment of long-lived assets and certain 
identifiable intangibles whenever events or changes in circumstances 
indicate that the carrying value of the asset may not be recoverable. 
An impairment loss would be recognized when estimated future cash flows 
expected to result from the use of the asset and its eventual 
disposition is less than its carrying amount. No such impairment losses 
have been identified in the periods presented. 

D. Net loss per share

Net loss per share is computed by dividing the net loss for the period 
by the weighted average number of common shares outstanding for the 
period. 

E. Use of estimates

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

Note 2. STOCKHOLDERS' EQUITY

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


<PAGE>

                      MAS Acquisition XXIII Corp.
                    (A Development Stage Company)
                    Notes to Financial Statements
                       As of December 31, 1999
                             (Continued)

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

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

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

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

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

Note 3. INCOME TAXES

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

The Company's net operating loss carryforwards expire in 2012 through 2014.

Note 4. GOING CONCERN CONSIDERATION

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

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

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


<PAGE>

EXHIBIT 3.0
  

  (SEAL)  ARTICLES OF INCORPORATION                    SUE ANNE GILROY
          State Form 4159 (R10 / 8-95)                SECRETARY OF STATE
          Approved by State Board of Accounts 1995   CORPORATIONS DIVISION

INSTRUCTIONS: Use 8 1/2" x 11" white paper for       Indiana Code 23-1-21-2 
              inserts. Present original and two      FILING FEE: $90.00
              (2) copies to address in upper right 
              corner of this form. Please TYPE or 
              PRINT. Upon completion of filing, 
              the Secretary of State will issue 
              a receipt.



                          ARTICLES OF INCORPORATION

The undersigned, desiring to form a corporation (hereinafter referred to as
"Corporation") pursuant to the provisions of:

V Indiana Business Corporation Law     _ Indiana Professional Corporation Act
As amended, executes the following       23-1.5-1-1, et seq. (Professional
Articles of Incorporation:               corporations must include 
                                         Certificate of Registration.)

                   ARTICLE I - NAME AND PRINCIPAL OFFICE

Name of Corporation (the name must include the word "Corporation", 
"Incorporated", "Limited", "Company" or an abbreviation thereof.)

     MAS Acquisition XXIII Corp.

 Principal Office: The address of the principal office of the Corporation is:
Post office address                City               State         ZIP code

     1922 North Bedford Ave.          Evansville       IN             47711

                  ARTICLE II - REGISTERED OFFICE AND AGENT

  Registered Agent: The name and street address of the Corporation's
Registered Agent and Registered Office for service of process are:
Name of Registered Agent

     Aaron Tsai

Address of registered Office      City                State         ZIP code 
(street or building)

    1922 North Bedford Ave.          Evansville        IN             47711

                     ARTICLE III - AUTHORIZED SHARES
 
                                          20 million Preferred shares 
   Number of shares the Corporation is    par value $0.001
                   authorized to issue:   80 million Common shares
                                          par value $0.001
          If there is more than one class of shares, shares with rights and
          preferences, list such information as "Exhibit A."

                      ARTICLE IV - INCORPORATORS
    [the name(s) and address(es) of the incorporators of the corporation]   

   NAME          NUMBER AND STREET              CITY        STATE    ZIP CODE
                    OR BUILDING

 Aaron Tsai    1922 North Bedford Ave.        Evansville      IN      47711

 In Witness Whereof, the undersigned being all the incorporators of said
 Corporation execute these Articles of Incorporation and verify, subject
 to penalties of perjury, that the statements contained herein are true,
 
 this 28th day of December, 1996.
      ----        --------    --


Signature  /s/Aaron Tsai         Printed name
                                 Aaron Tsai
Signature                        Printed name

Signature                        Printed name

This instrument was prepared by: (name)
   Aaron Tsai
Address (number, street, city and state)                ZIP Code
   1922 North Bedford Ave., Evansville IN                 47711    


<PAGE>

EXHIBIT 3.1                                

                            MAS Acquisition XXIII CORP.
                            (An Indiana Corporation)

                                    BYLAWS


ARTICLE ONE:  NAME AND OFFICES

1.01Name.  The name of the Corporation is MAS Acquisition XXIII Corp., 
hereinafter referred to as the "Corporation"

1.02Registered Office and Agent.  The Corporation shall establish, designate 
and maintain a  registered office and agent in the State of Indiana.  The 
registered office of the Corporation shall be at 1710 E. Division St.,
Evansville, Indiana 47711.

1.03Change of Registered Office or Agent.  The Corporation may change its 
registered office or change its registered agent, or both, as the Board of 
Directors may from time to time determine.

1.04Other Offices.  The Corporation may have offices at such places both within
and without the State of Indiana, or within or without the United States and in
any foreign countries as the Board of Directors may from time to time determine 
or the business of the Corporation may require.

ARTICLE TWO:  SHAREHOLDERS

2.01Place of Meetings.  All meetings of the Shareholders for the election of 
Directors and for any other purpose may be held at such time and place, within 
or without the State of Indiana, as stated in the notice of the meeting or in a
duly executed waiver of notice thereof.

2.02Annual Meeting.  An annual meeting of the Shareholders for the election of 
Directors and for the transaction of such other business as may properly come 
before the meeting shall be held each year on the first Monday in January, 
beginning in 1997, or such other date as may be selected by the Board of 
Directors from time to time.  At the meeting, the Shareholders shall elect 
Directors and transact such other business as may properly be brought before the
meeting.

2.03Special Meeting.  Special meetings of the Shareholders, for any purpose or 
purposes, unless otherwise prescribed by statute or by the Articles of 
Incorporation, or by these Bylaws, may be called by the President, the 
Secretary, the Board of Directors, or the holders of not less than one tenth of 
all the shares entitled to vote at the meeting.  Business transacted at a 
special meeting shall be confined to the subjects stated in the notice of the 
meeting.

2.04Notice.  Written or printed notice stating the place, day and hour of the 
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than sixty 
days before the date of the meeting, either personally or by mail, by or at


<PAGE>

the direction of the person calling the meeting, to each Shareholder of record
entitled to vote at the meeting.  If mailed, such notice shall be deemed to be 
delivered when deposited in the United States mail addressed to the Shareholder 
at his address as it appears on the stock transfer books of the Corporation, 
with postage thereon prepaid.

2.05Voting List.  At least ten days before each meeting of Shareholders a 
complete list of the Shareholders entitled to vote at such meeting, arranged in 
alphabetical order and setting forth the address of each and the number of 
voting shares held by each, shall be prepared by the Officer or agent having 
charge of the stock transfer books.  Such list, for a period of ten days prior 
to such meeting, shall be kept on file at the registered office of the 
Corporation and shall be subject to inspection by any Shareholder during the 
whole time of the meeting.

2.06Quorum.  The holders of a majority of the shares issued and outstanding and
entitled to vote thereat, present in person or represented by proxy, shall be 
requisite and shall constitute a quorum at all meetings of the Shareholders for
the transaction of business except as otherwise provided by statute, by the 
Articles of Incorporation or by these Bylaws.  If a quorum is not present or 
represented at a meeting of the Shareholders, the Shareholders entitled to vote 
thereat, present in person or by proxy, shall have power to adjourn the meeting 
from time to time, without notice other than announcement at the meeting, until 
a quorum is present or represented. At such adjourned meeting at which a quorum 
is present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified. 

2.07Majority Vote:  Withdrawal of Quorum.  When a quorum is present at any 
meeting, the vote of the holders of a majority of the shares having voting 
power, present in person or represented by proxy, shall decide any question 
brought before such meeting, unless the question is one upon which, by express 
provision of the statutes or of the Articles of Incorporation or of these 
Bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question.  

2.08Method of Voting.  Each outstanding share, regardless of class, shall be 
entitled to one vote on each matter subject to a vote at a meeting of 
Shareholders, except to the extent that the voting rights of the shares of any 
class or classes are limited or denied by the Articles of Incorporation.  The 
Board of Directors may, in the future, at their discretion, direct that voting 
be cumulative, according to any plan adopted by the Board.  At any meeting of 
the Shareholders, every Shareholder having the right to vote may vote either in 
person or by proxy executed in writing by the Shareholder or by his duly 
authorized attorney-in-fact.

No proxy shall be valid after eleven months from the date of its execution, 
unless otherwise provided in the proxy.  Each proxy shall be revocable unless 
expressly provided therein to be irrevocable or unless otherwise made 
irrevocable by law.  Each proxy shall be filed with the Secretary of the 
Corporation prior to, or at the time of, the meeting.  Voting for Directors 
shall be in accordance with Section 3.06 of these Bylaws.  Any vote may be taken
via voice or by show of hands unless someone entitled to vote objects, in which 
case written ballots shall be used. Cumulative voting is not prohibited.


<PAGE>

2.09Record Date:  Closing Transfer Books.  The Board of Directors may fix in 
advance a record date for the purpose of determining Shareholders entitled to 
notice of, or to vote at, a meeting of Shareholders, such record date to be not 
less than ten nor more than sixty days prior to such meeting; or the Board of 
Directors may close the stock transfer books for such purpose for a period of 
not less than ten nor more than sixty days prior to such meeting.  In the 
absence of any action by the Board of Directors, the date upon which the notice 
of the meeting is mailed shall be the record date.

2.10Action Without Meeting.  Unless otherwise provided in the Certificate of 
Incorporation, any action required to be taken at any annual or special meeting 
of Shareholders or any action which may be taken at any annual or special 
meeting of Shareholders, may be taken without a meeting, without prior notice, 
and without a vote, if a consent or consents in writing, setting forth the 
action so taken, is signed by the holder or holders of shares having not less 
than the minimum number of votes that would be necessary to take such action at 
a meeting at which the holders of all shares entitled to vote on the action were
present and voted.

Such consent or consents shall have the same force and effect as the requisite 
vote of the Shareholders at a meeting.  The signed consent or consents, or a 
copy or copies thereof, shall be placed in the minute book of the Corporation.  
Such consents may be signed in multiple counterparts, each of which shall 
constitute an original for all purposes, and all of which together shall 
constitute the requisite written consent or consents of the Shareholders, if 
applicable.  A telegram, telex, cablegram, or similar transaction by a
Shareholder, or a photographic, photostatic, facsimile or similar reproduction
of a writing signed by a Shareholder, shall be regarded as signed by the 
Shareholder for purposes of this Section 2.10.

2.11Order of Business at Meetings.  The order of business at annual meetings, 
and so far as practicable at other meetings of Shareholders, shall be as 
follows unless changed by the Board of Directors:

(a)Call to order
(b)Proof of due notice of meeting
(c)Determination of quorum and, if necessary, examination of proxies
(d)Announcement of availability of voting list (See Bylaw 2.05)
(e)Announcement of distribution of annual reports (See Bylaw 8.03)
(f)Reading and disposing of minutes of last meeting of Shareholders
(g)Reports of Officers and committees, if deemed necessary
(h)Appointment of voting inspectors
(I)Unfinished business
(j)New business
(k)Nomination of Directors
(l)Opening of polls for voting
(m)Recess
(n)Reconvening; closing of polls
(o)Report of voting inspectors
(p)Other business
(q)Adjournment


<PAGE>

ARTICLE THREE:  DIRECTORS

3.01Management.  The business and affairs of the Corporation shall be managed 
by the Board of Directors, which may exercise all such powers of the Corporation
and do all such lawful acts and things as are not, by statute or by the Articles
of Incorporation or by these Bylaws, directed or required to be exercised or 
done by the Shareholders.

3.02Number; Qualification; Election; Term.  The Board of Directors shall 
consist of not less than one member nor more than five members; provided 
however, the Board of Directors in effect as of the date of effectiveness of 
these Bylaws consists of three members.  A Director need not be a Shareholder or
resident of any particular state or country.  The Directors shall be elected at 
the annual meeting of the Shareholders, except as provided in Bylaw 3.03 and 
3.05.  Each Director elected shall hold office until his successor is elected
and qualified. Each person elected as a Director shall be deemed to have 
qualified unless he states his refusal to serve shortly after being notified of 
his election.

3.03Change in Number.  The number of Directors may be increased or decreased 
from time to time by amendment to the Bylaws, but no decrease shall have the 
effect of shortening the term of any incumbent Director.  Any directorship to 
be filled by reason of an increase in the number of Directors shall be filled 
by the Board of Directors for a term of office continuing only until the next 
election of one or more Directors by the Shareholders; provided that the Board 
of Directors may not fill more than two such directorships during the period 
between any two successive annual meetings of Shareholders.

3.04Removal.  Any Director may be removed either for or without cause at any 
special or annual meeting of Shareholders by the affirmative vote of a 
majority, in number of shares, of the Shareholders present in person or by 
proxy at such meeting and entitled to vote for the election of such Director
if notice of intention to act upon such matter is given in the notice calling
such meeting.

3.05Vacancies.  Any unfilled directorship position, or any vacancy occurring 
in the Board of Directors (by death, resignation, removal or otherwise), shall 
be filled by an affirmative vote of a majority of the remaining Directors 
though less than a quorum of the Board of Directors.

 A Director elected to fill a vacancy shall be elected for the unexpired term 
of his predecessor in office, except that a vacancy occurring due to an 
increase in the number of Directors shall be filled in accordance with 
Section 3.03 of these Bylaws.

3.06Election of Directors.  Directors shall be elected by majority vote.

3.07Place of Meeting.  Meetings of the Board of Directors, regular or special, 
may be held either within or without the State of Indiana.

3.08First Meeting.  The first meeting of each newly elected Board of Directors 
shall be held without further notice immediately following the annual meeting 
of Shareholders, and at the same place, unless the Directors change such time 
or place by unanimous vote.

3.09Regular Meetings.  Regular meetings of the Board of Directors may be held 
without notice at such time and place as determined by the Board of Directors.


<PAGE>

3.10Special Meetings.  Special meetings of the Board of Directors may be 
called by the President or by any Director on three days notice to each
Director, given either personally or by mail or by telegram.  Except as 
otherwise expressly provided by statute, or by the Articles of Incorporation, 
or by these Bylaws, neither the business to be transacted at, nor the purpose 
of, any special meeting of the Board of Directors need be specified in a 
notice or waiver of notice.

3.11Majority Vote.  At all meetings of the Board of Directors, a majority of 
the number of Directors then elected and qualified shall constitute a quorum 
for the transaction of business.  The act of a majority of the Directors 
present at any meeting at which a quorum is present shall be the act of the 
Board of Directors, except as otherwise specifically provided by statute or 
by the Articles of Incorporation or by these Bylaws.

If a quorum is not present at a meeting of the Board of Directors, the 
Directors present thereat my adjourn the meeting from time to time, without 
notice other than announcement at the meeting, until a quorum is present.

Each Director who is present at a meeting will be deemed to have assented to 
any action taken at such meeting unless his dissent to the action is entered in 
the minutes of the meeting, or unless he files his written dissent thereto with 
the Secretary of the meeting or forwards such dissent by registered mail to the 
Secretary of the Corporation immediately after such meeting.

3.12Compensation.  By resolution of the Board of Directors, the Directors may 
be paid their expenses, if any, of attendance at each meeting of the Board of 
Directors and may be paid a fixed sum for attendance of each meeting of the 
Board of Directors, or a stated salary as Director.  No such payment shall 
preclude any Director from serving the Corporation in any other capacity and 
receiving compensation therefor.  Members of any executive, special or standing 
committees established by the Board of Director, may, by resolution of the 
Board of Directors, be allowed like compensation and expenses for attending 
committee meetings.

3.13Procedure.  The Board of Directors shall keep regular minutes of its 
proceedings.  The minutes shall be placed in the minute book of the Corporation.

3.14Interested Directors, Officers and Shareholders.

(a)  If Paragraph (b) is satisfied, no contract or other transaction between 
the Corporation and any of its Directors, Officers or Shareholders (or any 
corporation or firm in which any of them are directly or indirectly interested) 
shall be invalid solely because of such relationship or because of the presence 
of such Director, Officer or Shareholder at the meeting authorizing such 
contract or transaction, or his participation in such meeting or authorization.

(b)  Paragraph (a) shall apply only if:

(1)  The material facts of the relationship or interest of each such Director, 
Officer or Shareholder are known or disclosed:

(A)  To the Board of Directors and it nevertheless authorizes or ratifies the 
contract or transaction by a majority of the Directors present, each such 


<PAGE>

interested Director to be counted in determining whether a quorum is present 
but not in calculating the majority necessary to carry the vote; or

(B)  To the Shareholders and they nevertheless authorize or ratify the 
contract or transaction by a majority of the shares present, each such 
interested person to be counted for a quorum and voting purposes; or

(2)  The contract or transaction is fair to the Corporation as of the time it 
is authorized or ratified by the Board of Directors, a committee of the Board 
or the Shareholders.

(c)  This provision shall not be construed to invalidate a contract or 
transaction which would  be valid in the absence of this provision.

3.15Certain Officers.  The President shall be elected from among the members 
of the Board of Directors.

3.16Action Without Meeting.  Any action required or permitted to be taken at a 
meeting of the Board of Directors may be taken without a meeting if a consent 
in writing, setting forth the action so taken, is signed by all members of the 
Board of Directors.  Such consent shall have the same force and effect as 
unanimous vote of the Board of Directors at a meeting.  The signed consent, or 
a signed copy thereof, shall be placed in the minute book of the Corporation.
Such consents may be signed in multiple counterparts, each of which shall 
constitute an original for all purposes, and all of which together shall 
constitute the unanimous written consent of the Directors.

ARTICLE FOUR:  EXECUTIVE COMMITTEE

4.01Designation.  The Board of Directors may, by resolution adopted by a 
majority of the whole Board, designate an Executive Committee from among its 
members.

4.02Number; Qualification; Term.  The Executive Committee shall consist of one 
or more Directors.  The Executive Committee shall serve at the pleasure of the 
Board of Directors.

4.03Authority.  The Executive Committee shall have and may exercise the 
authority of the Board of Directors in the management of the business and 
affairs of the Corporation except where action of the full Board of Directors 
is required by statute or by the Articles of Incorporation, and shall have 
power to authorize the seal of the Corporation to be affixed to all papers
which may require it; except that the Executive Committee shall not have 
authority to amend the Articles of Incorporation; approve a plan of merger 
or consolidation; recommend to the Shareholders the sale, lease, or exchange 
of all or substantially all of the property and assets of the Corporation 
other than in the usual and regular course of its business; recommend to the 
Shareholders the voluntary dissolution of the Corporation; amend, alter, or 
repeal the Bylaws of the Corporation or adopt new Bylaws for the Corporation; 
fill any vacancy in the Board of Directors or any other corporate committee; 
fix the compensation of any member of any corporate committee; alter or 
repeal any resolution of the Board of Directors; declare a dividend; or 
authorized the issuance of shares of the Corporation.  Each Director shall 
be deemed to have assented to any action of the Executive Committee unless, 
within seven days after receiving actual or constructive notice of such 
action, he delivers his written dissent thereto to the Secretary of the 
Corporation.


<PAGE>

4.04Change in Number.  The number of Executive Committee members may be 
increased or decreased (but not below one) from time to time by resolution 
adopted by a majority of the Board of Directors.

4.05Removal.  Any member of the Executive Committee may be removed by the 
Board of Directors by the affirmative vote of a majority of the Board of 
Directors whenever in its judgment the best interests of the Corporation 
will be served thereby.

4.06Vacancies.  A vacancy occurring in the Executive Committee (by death, 
resignation, removal or otherwise) shall be filled by the Board of Directors in 
the manner provided for original designation in Section 4.01 above.

4.07Meetings.  Time, place and notice, if any, of Executive Committee meetings 
shall be as determined by the Executive Committee.

4.08Quorum:  Majority Vote.  At meetings of the Executive Committee, a 
majority of the members shall constitute a quorum for the transaction of 
business.  The act of a majority of the members present at any meeting at 
which a quorum is present shall be the act of he Executive Committee, except 
as otherwise specifically provided by statute or by the Articles of
Incorporation or by these Bylaws.  If a quorum is not present at a meeting
of the Executive Committee, the members present thereat may adjourn the 
meeting from time to time, without notice other than announcement at the 
meeting, until a quorum is present.

4.09Compensation.  By resolution of the Board of Directors, the members 
of the Executive Committee may be paid their expenses, if any, of 
attendance at each meeting of the Executive Committee and may be paid a 
fixed sum for attendance at each meeting of the Executive Committee or a
stated salary as a member thereof.  No such payment shall preclude any
member from serving the Corporation in any other capacity and receiving 
compensation therefor.

4.10Procedure.  The  Executive Committee shall keep regular minutes of its 
proceedings and report the same to the Board of Directors when required.  The 
minutes of the proceedings of the Executive Committee shall be placed in the 
minute book of the Corporation.

4.11Action Without Meeting.  Any action required or permitted to be taken 
at a meeting of the Executive Committee may be taken without a meeting if 
a consent in writing, setting forth the action so taken, is signed by all 
the members of the Executive Committee.  Such consent shall have the same 
force and effect as a unanimous vote at a meeting.  The signed consent, or 
a signed copy thereof, shall be placed in the minute book.  Such consents 
may be signed in multiple counterparts, each of which shall constitute an 
original for all purposes, and all of which together shall constitute the 
unanimous written consent of the Directors.

4.12Responsibility.  The designation of an  Executive Committee and the 
delegation of authority to it shall not operate to relieve the Board of 
Directors, or any member thereof, of any responsibility imposed by law.


<PAGE>

ARTICLE FIVE:  NOTICE

5.01Method.  Whenever by statute or the Articles of Incorporation or these 
Bylaws notice is required to be given to any Director or Shareholder and no 
provision is made as to how such notice shall be given, it shall not be 
construed to mean personal notice, but any such notice may be given:

(a) in writing, by mail, postage prepaid, addressed to such Director or 
Shareholder at such address as appears on the books of the Corporation; or

(b)by any other method permitted by law.

Any notice required or permitted to be given by mail shall be deemed to 
be given at the time it is deposited in the United States mail.

5.02Waiver.  Whenever, by statute or the Articles of Incorporation or these 
Bylaws, notice is required to be given to a Shareholder or Director, a waiver 
thereof in writing signed by the person or persons entitled to such notice, 
whether before or after the time stated in such notice, shall be equivalent to 
the giving of such notice.  Attendance of a Director at a meeting shall 
constitute a waiver of notice of such meeting except where a Director attends 
for the express purpose of objecting to the transaction of any business on the 
grounds that the meeting is not lawfully called or convened.

5.03Telephone Meetings.  Shareholders, Directors, or members of any committee, 
may hold any meeting of such Shareholders, Directors, or committee by means of 
conference telephone or similar communications equipment which permits all 
persons participating in the meeting to hear each other.  Actions taken at such 
meeting shall have the same force and effect as a vote at a meeting in person.  
The Secretary shall prepare a memorandum of the actions taken at conference 
telephone meetings.

ARTICLE SIX:  OFFICERS AND AGENTS

6.01Number:  Qualification: Election:  Term.

(a)  The Corporation shall have:

(1)  A Chairman of the Board (should the Board of Directors so choose to 
select), a President, a Vice-President, a Secretary and a Treasurer, and

(2)Such other Officers (including one or more Vice-Presidents, and assistant 
Officers and agents) as the Board of Directors authorizes from time to time.

(b)  No Officer or agent need be a Shareholder, a Director or a resident of 
Indiana except as provided in Sections 3.15 and 4.02 of these Bylaws.

(c)  Officers named in Section 6.01(a)(1) above shall be elected by the Board 
of Directors on the expiration of an Officer's term or whenever a vacancy 
exists.  Officers and agents named in Section 6.01 (a)(2) may be elected by the 
Board of Directors at any meeting.


<PAGE>

(d)  Unless otherwise specified by the Board at the time of election or 
appointment, or in an employment contract approved by the Board, each Officer's 
and agent's term shall end at the first meeting of Directors after the next 
annual meeting of Shareholders.  He shall serve until the end of his term or, 
if earlier, his death, resignation or removal.

(e)  Any two or more offices may be held by the same person.

6.02  Removal and Resignation.  Any Officer or agent elected or appointed 
by the Board of Directors may be removed with or without cause by a 
majority of the Directors at any regular or special meeting of the Board 
of Directors.  Any Officer may resign at any time by giving written notice 
to the Board of Directors or to the President or Secretary.

Any such resignation shall take effect upon receipt of such notice if no 
date is specified in the notice, or, if a later date is specified in the 
notice, upon such later date; and unless otherwise specified in the notice, 
the acceptance of such resignation shall not be necessary to make it 
effective.  The removal of any Officer or agent shall be without prejudice 
to the contract rights, if any, of the person so removed.  Election or 
appointment of an Officer or agent shall not of itself create contract 
rights.

6.03Vacancies.  Any vacancy occurring in any office of the Corporation 
(by death, resignation, removal or otherwise) may be filled by the Board 
of Directors.

6.04Authority.  Officers shall have full authority to perform all duties
in the management of the Corporation as are provided in these Bylaws or 
as may be determined by resolution of the Board of Directors from time to 
time not inconsistent with these Bylaws.

6.05Compensation.  The compensation of Officers and agents shall be fixed 
from time to time by the Board of Directors.

6.06Chairman of the Board.  The Chairman of the Board, if any, shall 
preside at all meetings of the Board of Directors and shall exercise and 
perform such other powers and duties as may be assigned to him by the 
Board of Directors or prescribed by the Bylaws.

6.07Executive Powers.  The Chairman of the Board, if any, and the 
President of the Corporation respectively, shall, in the order of their 
seniority, unless otherwise determined by the Board of Directors or 
otherwise are positions held by the same person, have general and active 
management of the business and affairs of the Corporation and shall see 
that all orders and resolutions of the Board are carried into effect.

They shall perform such other duties and have such other authority and 
powers as the Board of Directors may from time to time prescribe.  
Within this authority and in the course of their respective duties the 
Chairman of the Board, if any, and the President of the Corporation, 
respectively, shall have the general authority to:


<PAGE>

(a)  Conduct Meetings.  Preside at all meetings of the Shareholders and 
at all meetings of the Board of Directors, and shall be ex official 
members of all the standing committees, including the Executive Committee, 
if any.

(b)  Sign Share Certificates.  Sign all certificates of stock of the 
Corporation, in conjunction with the Secretary or Assistant Secretary, 
unless otherwise ordered by the Board of Directors.

(c)  Execute Instruments.  When authorized by the Board of Directors or 
required by law, execute, in the name of the Corporation, deeds, 
conveyances, notices, leases, checks, drafts, bills of exchange, 
warrants, promissory notes, bonds, debentures, contracts, and other 
papers and instruments in writing, and unless the Board of Directors 
orders otherwise by resolution, make such contracts as the ordinary 
conduct of the Corporation's business requires.

(d)  Hire and Discharge Employees.  Subject to the approval of the Board 
of Directors, appoint and remove, employ and discharge, and prescribe the 
duties and fix the compensation of all agents, employees and clerks of 
the Corporation other than the duly appointed Officers, and, subject to 
the direction of the Board of Directors, control all of the Officers, 
agents and employees of the Corporation.

6.08Vice-Presidents.  The Vice-Presidents, if any, in the order of their 
seniority, unless otherwise determined by the Board of Directors, shall, 
in the absence or disability of the President, perform the duties and have
the authority and exercise the powers of the President.  They shall 
perform such other duties and have such other authority and powers as the 
Board of Directors may from time to time prescribe or as the senior 
Officers of the Corporation may from time to time delegate.

6.09Secretary.  The Secretary shall attend all meetings of the Board of 
Directors and all meetings of the Shareholders and record all votes and 
minutes of all proceedings in a book to be kept for that purpose, and 
shall perform like duties for the Executive Committee when required.  
He shall:

(a)  give, or cause to be given, notice of all meetings of the Shareholders 
and special meetings of the Board of Directors;

(b)  keep in safe custody the Seal of the Corporation and, when 
authorized by the Board of Directors or the  Executive Committee, affix 
the same to any instrument requiring it, and when so affixed, it shall 
be attested by his signature or by the signature of the Treasurer or an 
Assistant Secretary.  He shall be under the supervision of the senior 
Officers of the Corporation;

(c)  perform such other duties and have such other authority and powers 
as the Board of Directors may from time to time prescribe or as the 
senior Officers of the Corporation may from time to time delegate.

6.10Assistant Secretaries.  The Assistant Secretaries, if any, in the 
order of their seniority, unless otherwise determined by the Board of 
Directors, shall, in the absence or disability of the Secretary, 
perform the duties and have the authority and exercise the powers of 
the Secretary.  They shall perform such other duties and have such 
other powers as the Board of Directors may from time to time prescribe 
or as the senior Officers of the Corporation may from time to time 
delegate.


<PAGE>

6.11Treasurer.  The Treasurer shall:

(a)  have the custody of the corporate funds and securities and shall 
keep full and accurate accounts of all income, expense, receipts and 
disbursement of the Corporation and shall deposit all moneys and other 
valuable effects in the name and to the credit of the Corporation in 
such depositories as may be designated by the Board of Directors.

(b)  disburse the funds of the Corporation as may be ordered by the 
Board of Directors, taking proper vouchers  for such disbursements, and

(c)  render to the senior Officers of the Corporation and Directors, 
at the regular meeting of the Board, or whenever they may request it, 
accounts of all his transactions as Treasurer and of the financial 
condition of the Corporation.

If required by the Board of Directors, he shall:

(a)  give the Corporation a bond in such form, in such sum, and with 
such surety or sureties as satisfactory the Board, for the faithful 
performance of the duties of his office and for the restoration to the 
Corporation, in case of his death, resignation, retirement or removal 
from office, of all books, paper, vouchers, money and other property of 
whatever kind in his possession or under his control belonging to the 
Corporation.

(b)  perform such other duties and have such other authority and powers 
as the Board of Directors may from time to time prescribe or as the senior 
Officers of the Corporation may from time to time delegate.

6.12Assistant Treasurers.  The Assistant Treasurers, if any, in the 
order of their seniority, unless otherwise determined by the Board of 
Directors, shall, in the absence or disability of the Treasurer, perform 
the duties and exercise the powers of the Treasurer.  They shall perform 
such other duties and have such other powers as the Board of Directors 
may from time to time prescribe or as the senior Officers of the 
Corporation may from time to time delegate.

ARTICLE SEVEN:  CERTIFICATE AND TRANSFER REGULATIONS

7.01Certificates.  Certificates in such form as may be determined by 
the Board of Directors shall be delivered, representing all shares to 
which Shareholders are entitled.  Certificates shall be consecutively 
numbered and shall be entered in the books of the Corporation as they 
are issued.  Each certificate shall state on the face thereof that the 
Corporation is organized under the laws of the State of Indiana, the 
holder's name, the number and class of shares, the par value of such 
shares or a statement that such shares are without par value, and 
such other matters as may be required by law. 

They shall be signed by the President or a vice-president and either 
the Secretary or Assistant Secretary or such other Officer or Officers 
as the Board of Directors designates, and may be sealed with the Seal 
of the Corporation or a facsimile thereof.  If any certificate is 
countersigned by a transfer agent, or 


<PAGE>

an assistant transfer agent, or registered by a registrar (either of 
which is other than the Corporation or an employee of the Corporation), 
the signature of any such Officer may be a facsimile thereof. If any 
certificate is countersigned by a transfer agent, or an assistant 
transfer agent, or registered by a registrar (either of which is other 
than the Corporation or an employee of the Corporation), the signature 
of any such Officer may be a facsimile thereof.

7.02Issuance of Certificates.  Shares both treasury and authorized but 
unissued may be issued for such consideration (not less than par value) 
and to such persons as the Board of Directors determines from time to time.
Shares may not be issued until the full amount of the consideration, fixed
as provided by law, has been paid.  In addition, Shares shall not be 
issued or transferred until such additional conditions and documentation 
as the Corporation (or its transfer agent, as the case may be) shall 
reasonably require, including without limitation, the surrender of such 
stock certificate or certificates of proper evidence of succession, 
assignment or other authority to obtain transfer thereof, as the 
circumstances may require, and such legal opinions with reference to the 
requested transfer as shall be required by the Corporation (or its 
transfer agent) pursuant to the provisions of these Bylaws and applicable 
law, shall have been satisfied.

7.03Legends on Certificates.

(a)  Shares in Classes or Series.  If the Corporation is authorized 
to issue shares of more than one class, the certificates shall set 
forth, either on the face or back of the certificate, a full or summary 
statement of all of the designations, preferences, limitations relative 
rights of the shares of such class and, if the Corporation is authorized 
to issue any preferred or special class in series, the variations in the 
relative rights and preferences of the shares of each such series so far 
as the same have been fixed and determined, and the authority of the 
Board of Directors to fix and determine the relative rights and 
preferences of subsequent series.  In lieu of providing such a statement
in full on the certificate, a statement on the face or back of the 
certificate may provide that the Corporation will furnish such 
information to any shareholder without charge upon written request to 
the Corporation at its principal place of business or registered office 
and that copies of the information are on file in the office of the 
Secretary of State.

(b)  Restriction on Transfer.  Any restrictions imposed by the 
Corporation on the sale or other disposition of its shares and on 
the transfer thereof may be copied at length or in summary form on 
the face, or so copied on the back and referred to on the face, of 
each certificate representing shares to which the restriction applies.
The certificate may, however, state on the face or back that such a 
restriction exists pursuant to a specified document and that the 
Corporation will furnish a copy of the document to the holder of the 
certificate without charge upon written request to the Corporation at 
its principal place of business, or refer to such restriction in any 
other manner permitted by law.

(c)  Preemptive Rights.  Any preemptive rights of a Shareholder to 
acquire unissued or treasury shares of the Corporation which are or 
may at any time be limited or denied by the Articles of Incorporation 
may be set forth at length on the face or back of the certificate 
representing shares subject thereto.  In lieu of providing such a 
statement in full on the certificate, a statement on the face or back 
of the certificate may provide that the Corporation will furnish such 
information to any Shareholder without charge upon written request to 
the Corporation at its principal place of business and that a copy of 
such information is on file in the office of the Secretary of State, 
or refer to such denial of preemptive rights in any other manner 
permitted by law.

(d)  Unregistered Securities.  Any security of the Corporation, 
including, among others, any certificate evidencing shares of the 
Common Stock or warrants 


<PAGE>

to purchase Common Stock of the Corporation, which is issued to any 
person without registration under the Securities Act of 1933, as 
amended, or the securities laws of any state, shall not be 
transferable until the Corporation has been furnished with a legal 
opinion of counsel with reference thereto, satisfactory in form and 
content to the Corporation and its counsel, if required by the 
Corporation, to the effect that such sale, transfer or pledge does 
not involve a violation of the Securities Act of 1933, as amended, 
or the securities laws of any state having jurisdiction.  The 
certificate representing the security shall bear substantially the 
following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
 REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER 
 THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD OR 
 TRANSFERRED UNLESS SUCH OFFER, SALE OR TRANSFER WILL NOT BE IN 
 VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY 
 APPLICABLE BLUE SKY LAWS.  ANY OFFER, SALE OR TRANSFER OF THESE 
 SECURITIES MAY NOT BE MADE WITHOUT THE PRIOR WRITTEN APPROVAL OF 
 THE CORPORATION".

7.04Payment of Shares.

(a)  Kind.  The consideration for the issuance of shares shall consist 
of money paid, labor done (including services actually performed for 
the Corporation) or property (tangible or intangible) actually received.
Neither promissory notes nor the promise of future services shall 
constitute payment for shares.

(b)  Valuation.  In the absence of fraud in the transaction, the 
judgment of the Board of Directors as to the value of consideration 
received shall be conclusive.

(c)  Effect.  When consideration, fixed as provided by law, has 
been paid, the shares shall be deemed to have been issued and shall 
be considered fully paid and nonassessable.

(d)  Allocation of Consideration.  The consideration received for 
shares shall be allocated by the Board of Directors, in accordance 
with law, between Stated Capital and Capital Surplus accounts.

7.05Subscriptions.  Unless otherwise provided in the subscription 
agreement, subscriptions for shares shall be paid in full at such 
time or in such installments and at such times as determined by the 
Board of Directors.  Any call made by the Board of Directors for 
payment on subscriptions shall be uniform as to all shares of the 
same series.  In case of default in the payment on any installment 
or call when payment is due, the Corporation may proceed to collect 
the amount due in the same manner as any debt due to the Corporation.

7.06Lien.  For any indebtedness of a Shareholder to the Corporation, 
the Corporation shall have a first and prior lien on all shares of 
its stock owned by him and on all dividends or other distributions 
declared thereon.

7.07Lost, Stolen or Destroyed Certificates.  The Corporation shall 
issue a new certificate in place of any certificate for shares 
previously issued if the registered owner of the certificate.


<PAGE>

(a)  Claim.  Submits proof in affidavit form that it has been lost,
destroyed or wrongfully taken; and

(b)  Timely Request.  Requests the issuance of a new certificate before 
the Corporation has notice that the certificate has been acquired by a 
purchaser for value in good faith and without notice of an adverse claim; 
and

(c)  Bond.  Gives a bond in such form, and with such surety or sureties, 
with fixed or open penalty, if the Corporation so requires, to indemnify 
the Corporation (and its transfer agent and registrar, if any) against 
any claim that may be made on account of the alleged loss, destruction, 
or theft of the certificate; and

(d)  Other Requirements.  Satisfies any other reasonable requirements 
imposed by the Corporation.

When a certificate has been lost, apparently destroyed or wrongfully 
taken, and the holder of record fails to notify the Corporation within 
a reasonable time after he has notice of it, and the Corporation 
registers a transfer of the shares represented by the certificate 
before receiving such notification,  the holder of record shall be 
precluded from making any claim against the Corporation for the 
transfer or for a new certificate.

7.08Registration of Transfer.  The Corporation shall register the 
transfer of a certificate for shares presented to it for transfer if:

(a)  Endorsement.  The certificate is properly endorsed by the registered 
owner or by his duly authorized attorney; and

(b)  Guaranty and Effectiveness of Signature.  If required by the 
Corporation, the signature of such person has been guaranteed by a 
national banking association or member of the New York Stock Exchange, 
and reasonable assurance is given that such endorsements are effective; 
and

(c)  Adverse Claims.  The Corporation has no notice of an adverse claim 
or has discharged any duty to inquire into such a claim; and

(d)  Collection of Taxes.  Any applicable law relating to the collection 
of taxes has been complied with.

7.09Registered Owner.  Prior to due presentment for registration of 
transfer of a certificate for shares, the Corporation may treat the 
registered owner or holder of a written proxy from such registered owner 
as the person exclusively entitled to vote, to receive notices and 
otherwise exercise all the rights and powers of a Shareholder.

7.10Preemptive Rights.  No Shareholder or other person shall have 
any preemptive rights of any kind to acquire additional, unissued or 
treasury shares of the Corporation, or securities of the Corporation 
convertible into, or 


<PAGE>

carrying rights to subscribe to or acquire, shares of any class or 
series of the Corporation's capital stock, unless, and to the extent 
that, such rights may be expressly granted by appropriate action.

ARTICLE EIGHT:  GENERAL PROVISIONS

8.01Dividends and Reserves.

(a)  Declaration and Payment.  Subject to statute and the Articles of 
Incorporation, dividends may be declared by the Board of Directors at 
any regular or special meeting and may be paid in cash, in property or 
in shares of the Corporation.  The declaration and payment shall be at 
the discretion of the Board of Directors.

(b)  Record Date.  The Board of Directors may fix in advance a record 
date for the purpose of determining Shareholders entitled to receive 
payment of any dividend, such record date to be not more than sixty 
days prior to the payment date of such dividend, or the Board of 
Directors may close the stock transfer books for such purpose for a 
period of not more than sixty days prior to the payment date of such 
dividend.  In the absence of any action by the Board of Directors, the 
date upon which the Board of Directors adopts the resolution declaring 
such dividend shall be the record date.

(c)Reserves.  By resolution, the Board of Directors may create such 
reserve or reserves out of the Earned Surplus of the Corporation as 
the Directors from time to time, in their discretion, think proper to 
provide for contingencies, or to equalize dividends, or to repair or 
maintain any property of the Corporation, or for any other purpose 
they think beneficial to the Corporation.  The Directors may modify or 
abolish any such reserve in the manner in which it was created.

8.02Books and Records.  The Corporation shall keep correct and 
complete books and records of account and shall keep minutes of the 
proceedings of its Shareholders and  Board of Directors, and shall 
keep at its registered office or principal place of business, or at 
the office of its transfer agent or registrar, a record of its 
Shareholders, giving the names and addresses of all Shareholders 
and the number and class of the shares held by each.

8.03Annual Reports.  The Board of Directors shall cause such reports 
to be mailed to Shareholders as the Board of Directors deems to be 
necessary or desirable from time to time.

8.04Checks and Notes.  All checks or demands for money and notes of 
the Corporation shall be signed by such Officer or Officers or such 
other person or persons as the Board of Directors designates from time 
to time.

8.05Fiscal Year.  The fiscal year of the Corporation shall be the 
calendar year.

8.06Seal.  The Corporation Seal (of which there may be one or more 
examples) may contain the name of the Corporation and the name of the 
state of incorporation.  The Seal may be used by impressing it or 
reproducing a facsimile of it, or otherwise.  Absence of the 
Corporation Seal shall not affect the validity or enforceability or 
any document or instrument.


<PAGE>

8.07Indemnification.

(a)  The Corporation shall have the right to indemnify, to purchase 
indemnity insurance for, and to pay and advance expenses to, Directors, 
Officers and other persons who are eligible for, or entitled to, such 
indemnification, payments or advances, in accordance with and subject 
to the provisions of Indiana law, to the extent such indemnification, 
payments or advances are either expressly required by such provisions 
or are expressly authorized by the Board of Directors within the scope 
of such provisions. The right of the Corporation to indemnify such 
persons shall include, but not limited to, the authority of the 
Corporation to enter into written agreements for indemnification with 
such persons.

(b)  To the fullest extent permitted by, and in the manner permissible
under the laws of the State of Indiana, any person made, or threatened
to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he
is or was a director or officer of the Corporation, or served any other 
enterprise as director, officer or employee at the request of the
Corporation. The Board of Directors, in its discretion, shall have the
power on behalf of the Corporation to indemnify any person, other than
a director or officer, made a party to any action, suit, or proceeding
by reason of the fact that he/she is or was an employee of the
Corporation. A Director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for an act or
omission in the Director's capacity as a Director, except that this
provision does not eliminate or limit the liability of a Director to
the extent the Director is found liable for:

(1)  a breach of the Director's duty of loyalty to the Corporation 
or its shareholders;

(2)  an act or omission not in good faith that constitutes a breach 
of duty of the Director to the Corporation or an act or omission that 
involves intentional misconduct or a knowing violation of the law;

(3)  a transaction from which the Director received an improper 
benefit, whether or not the benefit resulted from an action taken 
within the scope of the Director's office; or

(4)  an act or omission for which the liability of a Director is 
expressly provided by an applicable statute.

8.08Amendment of Bylaws.  These Bylaws may be altered, amended or 
repealed at any meeting of the Board of Directors at which a quorum 
is present, by the affirmative vote of a majority of the Directors 
present thereat, provided notice of the proposed alteration, 
amendment, or repeal is contained in the notice of such meeting.

8.09Construction.  Whenever the context so requires, the masculine 
shall include the feminine and neuter, and the singular shall include 
the plural, and conversely.  If any portion of these Bylaws are ever 
finally determined to be invalid or inoperative, then, so far as is 
reasonable and possible:

(a)  The remainder of these Bylaws shall be valid and operative; and

(b)  Effect shall be given to the intent manifested by the portion held 
invalid or inoperative.


<PAGE>

8.10Table of Contents; Headings.  The table of contents and headings 
are for organization, convenience and clarity.  In interpreting these 
Bylaws, they shall be subordinated in importance to the other written 
material.

Signed for Identification,

MAS Acquisition XXIII CORP.
An Indiana Corporation


   
BY: /s/ Aaron Tsai
    ___________________________________________
    Its:  Chairperson of the Board of Directors


<PAGE>


EXHIBIT 24


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form 10-SB of our
report dated January 5, 2000 relating to the financial statements of MAS 
Acquisition XXIII Corp. as of December 31, 1999.

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



January 15, 2000
Denver, Colorado        


<PAGE>
EXHIBIT 99

                          Multi Access Systems, Inc.

            1103 Landing Meadows Dr., Henderson, Kentucky 42420
--------------------------------------------------------------------------------

                            SUBSCRIPTION AGREEMENT

     THE UNDERSIGNED hereby subscribes to receive 100 Shares of Common Stock 
(the "Shares") of each of the companies on the following list, as a gift. In 
this regard, the total Shares is valued at an undetermined amount:

(List of various companies including the Company MAS Acquisition XXIII Corp.) 

REPRESENTATION BY THE SUBSCRIBER:
 
1. The Subscriber / Purchaser hereby certify that he or she is not a U.S. 
person and is not acquiring the Securities for the account or benefit of a U.S. 
person other than persons who purchased Securities in transactions exempt from 
the registration requirements of the Securities Act;

2. The Subscriber / Purchaser also agrees only to sell the Securities in 
accordance with the registration provisions of the Securities Act or an 
exemption therefrom, or in accordance with the provisions of the Regulation;

3. The Securities being acquired are "Restricted Securities" as that term is 
defined in Rule 144 of the Rules and Regulations adopted by the Securities and 
Exchange Commission under the Securities Act of 1933, as amended, and not with 
a view to the distribution thereof by public sale or other disposition. The 
Subscriber does not intend to subdivide Subscriber's acquisition with anyone;

4. The Subscriber understands and acknowledges that the Company did not make 
any determination as to the value of the Shares;

5. The Subscriber understands that it must bear the economic risk of the 
investment for an indefinite period of time because the Securities have not 
been registered under the Securities Act of 1933, as amended, or any state 
securities laws, and therefore, cannot be sold unless it is subsequently 
registered under the Act and any state securities laws, or unless exemption 
from such registrations are available;

6. The Subscriber understands that the Company will refuse to register any 
transfer of Securities not made in accordance with the provisions of the 
Regulation. The Subscriber agrees that all certificates representing 
Securities will contain the following legend or a substantial equivalent:

"The securities represented by the Certificate have not been registered under 
the Securities Act of 1933 (the "Act") and are "Restricted Securities" as that 
item is defined in Rule 144 under the Act. The share(s) may not be offered for 
sale, sold or otherwise transferred except pursuant to an effective 
registration statement under the Act or an exemption from registration, the 
availability of which is to be established to the satisfaction of the Company";

7. The Subscriber agrees that a stop transfer order prohibiting the transfer 
of the Securities will be placed by the Company with its transfer agent, when 
and if the shares are issued;


<PAGE>

8. The Subscriber acknowledges and hereby agrees that the Company is under no 
obligation to register or qualify the Securities under the Securities Act of 
1933, as amended, and the rules and regulations adopted thereunder;

9. The Subscriber understands and hereby agrees that the Company will comply 
with all valid, applicable Federal and State securities regulations which may 
require, among other things, that the Subscriber escrow the Securities;

10. The Subscriber represents and warrants that in connection with the 
acquisition of the Securities, the Subscriber has had made available or 
accessible to (it)(his)(her), by the Company and its officers and directors, 
all information which it has deemed material to making an informed investment 
decision to acquire the Securities prior to (its)(his)(her) subscription in 
the Securities;

11. The Subscriber represents and warrants that it has not acted as a 
Purchaser Representative for any person in connection with this purchase of 
Securities by the Subscriber;

12. Indemnification

The Subscriber recognizes that the sale and distribution of the Securities to 
him will be based upon his representations and warranties set forth above and 
on other written information supplied by the Subscriber to the Company. The 
Subscriber agrees to indemnify and to hold harmless the Company, and its 
affiliates from and against any and all loss, damage, liability or expense, 
including costs and reasonable attorney's fees, arising out of or based upon 
any false representation or warranty made by the Subscriber in this 
Subscription Agreement and/or any failure by the Subscriber to fulfill any 
covenants or agreements set forth herein or in the other documents executed 
and delivered by him in connection with this transaction.

The Undersigned requests that the Securities be registered in the name of the 
Undersigned at the address below, 

Please type or print the following information:

Name:

______________________________________________________________________
Full name of Subscriber as it should appear on schedule of Corporation

Address:_____________________________________

        _____________________________________

        _________________   _________________   _________________  
        City                Country             Zip Code

Intending to be legally bound, the parties hereto have set their hands on this 
___ day of _____, 1998.


_______________________________________   _____________________________
Hsiu Yuan Tsai          (Signature of Subscriber)
President of Multi Access Systems, Inc.

                                          _____________________________
                                          (Print Name of Subscriber)



<PAGE>