As filed with the Securities and Exchange Commission on April __, 2000

                           Registration No. 333-_____

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

                                   FORM SB-2

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



                           MAS Acquisition XXIII Corp.
--------------------------------------------------------------------------------
                (Name of small business issuer in its charter)

      Indiana                        6770                       35-2089865
----------------------    ----------------------------   -----------------------
(State or jurisdiction    (Primary Standard Industrial    (I.R.S. Employer
 of incorporation or       Classification Code Number)     Identification No.)
 organization)


       1710 E. Division St., Evansville, Indiana 47711 (812) 479-7266 
--------------------------------------------------------------------------------
         (Address and telephone number of principal executive offices)


       1710 E. Division St., Evansville, Indiana 47711 (812) 479-7266 
--------------------------------------------------------------------------------
(Address of principal place of business or intended principal place of business)


   Aaron Tsai, 1710 E. Division St., Evansville, Indiana 47711 (812) 479-7266 
--------------------------------------------------------------------------------
          (Name, address, and telephone number of agent for service)


     Approximate  date of proposed  sale to the public:  As soon as  practicable
after  the  effective  date  of  the  registration  statement  and  date  of the
prospectus.

     If any of the  securities  being  registered on this form are to be offered
on a delayed or continuous  basis pursuant to Rule 415 of the Securities Act of
1933, check the following box: [X]

     If this form is filed to register additional securities for an offering 
pursuant to Rule 462(b) under the  Securities  Act,  check the following box and
list the Securities  Act  registration   statement   number  of  the  earlier
effective registration statement for the same offering. [ ]

     If this form is a  post-effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check  the  following  box and  list the  
Securities Act registration  statement number of the earlier effective  
registration  statement for the same offering. [ ]

     If this form is a  post-effective  amendment filed pursuant to Rule 462(d)
under the  Securities  Act,  check  the  following  box and  list the  
Securities  Act registration  statement number of the earlier effective  
registration  statement for the same offering. [ ]

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]


<PAGE>
                     CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
==============================================================================
<S>                       <C>           <C>          <C>         <C>
Title of Each Class of    Amount        Proposed     Proposed    Amount of
Securities Being          Being         Maximum      Maximum     Registration
Registered                Registered    Offering     Aggregate   Fee
                                        Price Per    Offering
                                        Unit (1)     Price(1)
------------------------------------------------------------------------------
Shares of Common Stock    8,519,900     $.01         $85,199     $22.49

------------------------------------------------------------------------------
TOTAL                                                $85,199     $22.49

==============================================================================
</TABLE>


(1)  Estimated for purposes of computing the  registration  fee pursuant to 
Rule 457.

     The  registrant  hereby amends the  registration  statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a  further  amendment  which  specifically  states  that  the  registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933, as amended,  or until the  registration  statement
shall become  effective on such date as the Securities and Exchange  Commission,
acting pursuant to said Section 8(a), may determine.


<PAGE>

                             Cross Reference Sheet
                     Showing the Location In Prospectus of
                  Information Required by Items of Form SB-2



 Part I.    Information Required in Prospectus

Item
No.          Required Item                         Location or Caption
----         -------------                         --------------------

 1.          Front of Registration Statement       Front of Registration
             and Outside Front Cover of            Statement and Outside
             Prospectus                            Front Cover of Prospectus

 2.          Inside Front and Outside Back         Inside Front Cover Page
             Cover Pages of Prospectus             of Prospectus and Outside
                                                   Front Cover Page of
                                                   Prospectus

 3.          Summary Information and Risk          Prospectus Summary;
             Factors                               Risk Factors

 4.          Use of Proceeds                       Not Applicable

 5.          Determination of Offering             Not Applicable
             Price                                  

 6.          Dilution                              Not Applicable

 7.          Selling Security Holders              Selling Security Holders
                                                   and Plan of Distribution

 8.          Plan of Distribution                  Selling Security Holders
                                                   and Plan of Distribution

 9.          Legal Proceedings                     Legal Proceedings

10.          Directors, Executive Officers,        Management
             Promoters and Control Persons

11.          Security Ownership of Certain         Principal Stockholders
             Beneficial Owners and Management     

12.          Description of Securities             Description of Securities

13.          Interest of Named Experts and         Legal Matters; Experts
             Counsel

14.          Disclosure of Commission Position     Management -
             on Indemnification for Securities     Indemnification of
             Act Liabilities                       Directors and Officer

15.          Organization Within Last              Certain Transactions
             Five Years                            

16.          Description of Business               The Company

17.          Management's Discussion               The Company - Plan of   
             and Analysis or Plan of               Operation
             Operation                             

18.          Description of Property               The Company - Property

19.          Certain Relationships and Related     Certain Transactions 
             Transactions                          

20.          Market for Common Stock and           Market for Common Stock
             Related Stockholder Matters           and Related Stockholders 
                                                   Matters 

21.          Executive Compensation                Management

22.          Financial Statements                  Financial Statements

23.          Changes in and Disagreements          Changes in and Disagreements 
             with Accountants on Accounting        with Accountants on 
             and Financial Disclosure              Accounting and Financial 
                                                   Disclosure



<PAGE>

     The information in this prospectus is not complete and may be changed.
The selling stockholders may not sell these securities until the 
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

SELLING STOCKHOLDER

PROSPECTUS

                            SUBJECT TO COMPLETION

                           MAS Acquisition XXIII Corp.
                         
                       8,519,900 Shares of Common Stock

     This Prospectus relates to the sale of 8,519,900 shares of common stock
of MAS Acquisition XXIII Corp. issued to all of the existing stockholders of 
the Company. 

     All shares registered are to be offered by the selling stockholders. We
will not receive any of the proceeds from the sale of these shares by the 
selling stockholders.

     Prior to the offering,  no public market has existed for shares of our
common stock. We cannot guarantee that a trading market in the shares of our
common stock will ever develop. We hope to have our common stock quoted on
the OTC Bulletin Board.

     The  selling  stockholders  have  not  entered  into  any  underwriting
arrangements. The sale of the shares by the selling stockholders may occur in
one or more transactions that may take place on the over-the-counter market,
including ordinary broker's transactions, privately negotiated transactions,
and sales to one or more dealers for transfer of the shares as principals, at 
market prices prevailing at the time of transfer, or at negotiated  prices.
Brokerage fees or commissions may be paid by the selling stockholders in 
connection with the sales of the common stock. The selling stockholders may 
transfer some or all of the common stock in exchange for consideration other 
than cash, or for no consideration, in the selling stockholders' sole 
discretion. This prospectus may be used by the selling stockholders to transfer
the common stock to affiliates of the selling stockholders.

      Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.

     These securities are highly speculative, involve a high degree of risk and
should be purchased only by persons who can afford to lose their entire 
investment (see "Risk Factors" for special risks concerning us and the 
offering).

                 The date of the Prospectus is          , 2000.


<PAGE>

     We have  filed  with the SEC under the Securities Act, a  registration
statement with respect to the common stock.  We have not included in the 
prospectus all of the  information  in the  registration  statement and the 
attached  exhibits. Statements  of the contents of any document are not  
necessarily  complete.  You should be aware that copies of these  documents are 
contained as exhibits to the registration  statement.  We will provide to you a 
copy of any of the referenced information  if you  contact  us at 1710 E. 
Division St., Evansville, IN 47711 Attention: President,  telephone 
(812) 479-7266.

     Sixty  days after the  filing date of  our prior  Form 10-SB  registration 
statement, we will be a reporting  company and will be subject to the reporting
requirements  of the Securities  Exchange Act. Our filings may be inspected and 
copied without charge at the SEC, Room 1024, Judiciary Plaza, 450 Fifth Street, 
N.W.,  Washington,  D.C. 20549 and at the  following  regional  offices:  Seven 
World Trade  Center, 13th Floor, New York, New York 10048, and Northwest Atrium 
Center,  500 West Madison Street, Suite  1400, Chicago, Illinois  60661. Copies 
of our  filings can be obtained  from the Public Reference  Section of the SEC,
Room 1024, Judiciary Plaza, 450 Fifth Street,  N.W., Washington,  D.C. 20549 at 
prescribed rates. We will file registration statements (including this one) and 
other   documents  and  reports  electronically  through  the  Electronic  Data 
Gathering,   Analysis   and  Retrieval  System  ("EDGAR")  which  are  publicly 
available through  the SEC's Internet World Wide Web site (http://www.sec.gov).

     We intend to furnish to our  stockholders,  after the close of each  fiscal
year, an annual report  containing  audited  financial  statements  examined and
reported upon by an  independent  certified  public  accountant  relating to our
operations. In addition, we may furnish to our stockholders,  from time to time,
such other reports as may be  authorized  by our board of directors.  Our year -
end is December 31.

     WE  HAVE  NOT   AUTHORIZED   ANYONE   TO  GIVE   INFORMATION   OR  TO  MAKE
REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THE  PROSPECTUS,  AND IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED  BY US.  THE  PROSPECTUS  DOES NOT  CONSTITUTE  AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION  WOULD BE UNLAWFUL.  THE DELIVERY OF THE PROSPECTUS  SHALL
NOT UNDER ANY  CIRCUMSTANCES  CREATE AN IMPLICATION  THAT THERE HAS NOT BEEN ANY
CHANGE IN OUR  AFFAIRS  SINCE  THE DATE OF THE  PROSPECTUS.  HOWEVER,  WE DO NOT
CONSIDER ANY CHANGES THAT MAY HAVE OCCURRED MATERIAL TO AN INVESTMENT  DECISION.
IN THE EVENT THERE HAS BEEN ANY MATERIAL  CHANGE IN OUR AFFAIRS,  WE WILL FILE A
POST-EFFECTIVE  AMENDMENT TO THE REGISTRATION  STATEMENT DESCRIBING THE CHANGES.


<PAGE>


                              TABLE OF CONTENTS


                                                                  Page
                                                                  ----

PROSPECTUS SUMMARY.............................................

SUMMARY FINANCIAL INFORMATION..................................

RISK FACTORS...................................................

THE COMPANY ...................................................

MANAGEMENT.....................................................

MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS........
 
CERTAIN TRANSACTIONS...........................................

PRINCIPAL STOCKHOLDERS.........................................

DESCRIPTION OF SECURITIES......................................

SELLING SECURITY HOLDERS AND PLAN OF DISTRIBUTION..............

LEGAL PROCEEDINGS .............................................

LEGAL MATTERS..................................................

EXPERTS........................................................

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND 
CAUTIONARY STATEMENTS..........................................

FINANCIAL STATEMENTS...........................................
                                      

<PAGE>

                             PROSPECTUS SUMMARY

     We  are incorporated  under the laws of the  State of Indiana on January 6,
1997 as a vehicle to acquire or merge with a business.  Our management  believes
that  our   characteristics  as  a  reporting public shell company will  make us
an  attractive combination  candidate. 

     We maintain our mailing address at 1710 E. Division Street., Evansville, IN
47711. Our phone number is (812) 479-7266.

The Offering        The  selling   shareholders  may  sell  a  total  of  up  to
                    8,519,900 shares of common stock.

                    The shares may be sold at market prices or other  negotiated
                    prices. In addition,  the selling shareholders may, in their
                    sole  discretion,   transfer  the  shares  in  exchange  for
                    consideration  other than cash or for no consideration.  The
                    selling  shareholders have not entered into any underwriting
                    arrangements  for  the  sale  of the  shares.  See  "Selling
                    Security Holders and Plan of Distribution".

                    We will not  receive  any  proceeds  from the sale of common
                    stock  by the  selling  shareholders.

Common Stock
outstanding
after the 
Offering            8,519,900 shares


<PAGE>

                   SUMMARY FINANCIAL INFORMATION

     The following is a summary of our financial information and is 
qualified in its entirety by our audited financial statements.

                               As Of
                        December 31, 1999
                        -----------------
     Balance Sheet Data
     Total Asset               $ 36
     Common Stock               111
     Deficit accumulated
       during the development
       stage                    (75)
     Total Shareholders'
       equity                    36


<PAGE>
                          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 "MANAGEMENT."

     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.

     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.

     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 of 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>

     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>

                           THE COMPANY

DESCRIPTION OF BUSINESS

     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 the date of this prospectus, 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 "PLAN OF OPERATION". 
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. 


<PAGE>

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.

     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 "MANAGEMENT."
   

<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 "FINANCIAL STATEMENTS."  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 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>
 
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>

                             MANAGEMENT

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), a venture capital and emerging 
Internet investment banking firm with operating and public shell companies 
as subsidiaries. MAS Financial Corp.(August 1995), a financial consulting 
firm specializing in reverse merger transactions and provides financial 
advisory services to public and private companies. MASX.com Inc. (February 
1999) intends to develope an electronic stock trading facility. As of the 
date of this filing, MASX has not yet filed applications with the SEC and 
NASD to become a broker-dealer. MAS Trade.net Inc. (September 1999) is 
registered with the SEC to become a broker-dealer. The SEC registration is 
contingent upon NASD membership. As of the date of this filing, MAS Trade 
has not yet filed application for NASD membership.  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. 

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

     Aaron Tsai is serving as President, Chief Executive Officer, Treasurer
and a Director of the following blank check companies on or after November 
1999 for the following companies named in consecutive Roman numerals:

     * MAS Acquisition XXI Corp. through MAS Acquisition CI Corp. 
       (21 through 101) All were incorporated in January 1997.

     * MAS Capital I Corp. through MAS Capital X Corp. (1 through 10) All 
       were incorporated in October 1999.

     * MAS Capital XI Corp. through MAS Capital L Corp. (1 through 50) All 
       were incorporated in March 2000.
    
     Mr. Tsai is Vice President and Director of Hunan Restaurant of Indiana, 
Inc. (April 1996) and Hunan Restaurant of Boonville, Inc. (November 1996). 
Both companies were Chinese restaurants and are currently inactive. 

     Mr. Tsai was President and Director of following companies: American 
Multimedia, Inc. from June 1994 to March 2000. American Multimedia was a 
distributor of multimedia add-on peripherals for personal computers. Aimex
Imaging Corp. from November 1995 to March 2000. Aimex Imaging was company 
intended to distribute multi-functional office equipments. 

     Mr. Tsai was President and Director of Aimex International Corporation,
("AIC") from April 1996 to March 1998. AIC was the holding company of
American Multimedia, Inc., Aimex Imaging Corp., Aimex Camera (HK) Limited,
and Aimex Capital/Finance, Ltd. AIC subsequently became BTC Financial 
Services. 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    Merged
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    Merged     
MAS Acquisition XV Corp.      Form 10-SB   0-27159   Aug 27, 1999    Merged     
MAS Acquisition XVI Corp.     Form 10-SB   0-27161   Aug 27, 1999    Merged     
MAS Acquisition XVII Corp.    Form 10-SB   0-27165   Aug 30, 1999    Merged     
MAS Acquisition XVIII Corp.   Form 10-SB   0-27167   Aug 27, 1999    Merged     
MAS Acquisition XIX Corp.     Form 10-SB   0-27171   Aug 30, 1999    Merged     
MAS Acquisition XX Corp.      Form 10-SB   0-27173   Aug 30, 1999    Merged  
MAS Acquisition XXI Corp.(2)     n/a         n/a         n/a           No
MAS Acquisition XXII Corp.    Form 10-SB   0-28929   Jan 18, 2000      No
MAS Acquisition XXIII Corp.   Form 10-SB   0-28931   Jan 18, 2000      No
MAS Acquisition XXIV Corp.    Form 10-SB   0-28933   Jan 18, 2000      No
MAS Acquisition XXV Corp.     Form 10-SB   0-28935   Jan 18, 2000      No
MAS Acquisition XXVI Corp.    Form 10-SB   0-28939   Jan 18, 2000      No
MAS Acquisition XXVII Corp.   Form 10-SB   0-28943   Jan 18, 2000      No 
MAS Acquisition XXVIII Corp.  Form 10-SB   0-28945   Jan 18, 2000      No
MAS Acquisition XXIX Corp.    Form 10-SB   0-28949   Jan 18, 2000      No
MAS Acquisition XXX Corp.     Form 10-SB   0-28957   Jan 18, 2000      No
MAS Acquisition XXXI Corp.    Form 10-SB   0-28961   Jan 18, 2000      No
MAS Acquisition XXXII Corp.   Form 10-SB   0-28965   Jan 18, 2000      No
MAS Acquisition XXXIII Corp.  Form 10-SB   0-28967   Jan 18, 2000      No
MAS Acquisition XXXIV Corp.   Form 10-SB   0-28969   Jan 18, 2000      No
MAS Acquisition XXXV Corp.    Form 10-SB   0-28971   Jan 18, 2000      No
MAS Acquisition XXXVI Corp.   Form 10-SB   0-28975   Jan 18, 2000      No
MAS Acquisition XXXVII Corp.  Form 10-SB   0-28987   Jan 19, 2000      No
MAS Acquisition XXXVIII Corp. Form 10-SB   0-28979   Jan 18, 2000      No
MAS Acquisition XXXIX Corp.   Form 10-SB   0-28983   Jan 19, 2000      No 
MAS Acquisition XL Corp.      Form 10-SB   0-28989   Jan 19, 2000      No
MAS Acquisition XLI Corp.     Form 10-SB   0-28991   Jan 19, 2000      No
MAS Acquisition XLII Corp.    Form 10-SB   0-28993   Jan 19, 2000      No
MAS Acquisition XLIII Corp.   Form 10-SB   0-28995   Jan 19, 2000      No
MAS Acquisition XLIV Corp.    Form 10-SB   0-28997   Jan 19, 2000      No
MAS Acquisition XLV Corp.     Form 10-SB   0-28999   Jan 19, 2000      No
MAS Acquisition XLVI Corp.    Form 10-SB   0-29001   Jan 19, 2000      No
MAS Acquisition XLVII Corp.   Form 10-SB   0-29003   Jan 19, 2000      No
MAS Acquisition XLVIII Corp.  Form 10-SB   0-29005   Jan 19, 2000      No
MAS Acquisition XLIX Corp.    Form 10-SB   0-29007   Jan 19, 2000      No
MAS Acquisition L Corp.       Form 10-SB   0-29009   Jan 19, 2000      No
MAS Acquisition LI Corp.      Form 10-SB   0-29017   Jan 19, 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. 

     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 not 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 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 not 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 MAS Financial Corp. a total of $135,000 in consulting fee. Mr. Tsai 
currently is a non-affiliated shareholder of DGI. 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 MAS Financial Corp. a total of $150,000 in consulting 
fee. Mr. Tsai currently is a non-affiliated shareholder of 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 MAS Financial Corp. a total of 
$50,000 in consulting fee. Mr. Tsai currently is a non-affiliated shareholder
of AITX. AITX is currently a SEC reporting company.

     In January 2000 MAS Acquisition XI Corp. ("MAS-XI") merged with
Bluepoint Software Co., Ltd ("BSC") and renamed to Bluepoint Linux
Software Corp. ("BLPT"). Pursuant to the Plan and Agreement of
Reorganization MAS-XI issued 15,500,000 shares of Common Stock for all of
the shares of Common Stock of BSC and MAS Capital Inc., returned 8,203,133
shares of Common Stock to MAS-XI for cancellation. Mr. Tsai currently is an 
affiliated shareholder of BLPT and will become a non-affiliated shareholder 
of BLPT, 90 days after his resignation as an officer/director. BLPT 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 Inc.returned 8,220,833 shares of 
Common Stock to MAS-XII for cancellation. NETSERV agreed to pay MAS Financial 
Corp. a total of $200,000 in consulting fee. Mr. Tsai currently is a non-
affiliated shareholder of NETC. 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 Inc. returned 8,215,000 shares of Common Stock to MAS-XIII for 
cancellation. A consultant of LOAN agreed to pay MAS Financial Corp. a 
total of $90,000 in consulting fee. Mr. Tsai currently is a non-affiliated 
shareholder of LROC. MAS Financial Corp. currently provides consulting 
services to LROC. LROC is currently a SEC reporting company.
     
     In March 2000 MAS Acquisition XIV Corp. ("MAS-XIV") were acquired 
by PDC Innovative Industries, Inc ("PDCI") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase 
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XIV
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 250,000
shares of common stock of PDCI for consulting services. Mr. Tsai currently 
is an affiliated shareholder PDCI and will become a non-affiliated 
shareholder 90 days after his resignation as an officer/director. PDCI is 
currently a SEC reporting company.

     In February 2000 MAS Acquisition XV Corp. ("MAS-XV") were acquired 
by National Rehab Properties, Inc. ("NRPI") through MRC Legal Services
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase 
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XV
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 125,000
shares of common stock of NRPI for consulting services. Mr. Tsai currently 
is an affiliated shareholder NRPI and will become a non-affiliated 
shareholder 90 days after his resignation as an officer/director. NRPI is 
currently a SEC reporting company.

     In February 2000 MAS Acquisition XVI Corp. ("MAS-XVI") were acquired 
by Payforview.com Corp. ("PAYV") through MRC Legal Services Corporation. 
("MRC") Pursuant to the Shell Acquisition and Stock Purchase Agreement, MAS
Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XVI for $80,000 to 
MRC. In addition MRC agreed to pay MAS Capital Inc. 50,000 shares of common 
stock of PAYV for consulting services. Mr. Tsai currently is an affiliated 
shareholder PAYV and will become a non-affiliated shareholder 90 days after 
his resignation as an officer/director. PAYV is currently a SEC reporting 
company.

     In March 2000 MAS Acquisition XVII Corp. ("MAS-XVII") were acquired 
by Tianrong Internet Products and Services, Inc. ("TIPS") Pursuant to the 
Stock Purchase Agreement, MAS Capital Inc. sold 8,250,000 shares of Common 
Stock of MAS-XVII for $200,000. Mr. Tsai currently is an affiliated 
shareholder TIPS and will become a non-affiliated shareholder 90 days after 
his resignation as an officer/director. TIPS is currently a SEC reporting 
company.

     In March 2000 MAS Acquisition XVIII Corp. ("MAS-XVIII") were acquired 
by Tianrong Building Material Holdings, Ltd. ("TNRG") Pursuant to the 
Stock Purchase Agreement, MAS Capital Inc. sold 8,250,000 shares of Common 
Stock of MAS-XVIII for $200,000. Mr. Tsai currently is an affiliated 
shareholder TNRG and will become a non-affiliated shareholder 90 days after 
his resignation as an officer/director. TNRG is currently a SEC reporting 
company.

     In March 2000 MAS Acquisition XIX Corp. ("MAS-XIX") were acquired 
by Pinnacle Business Management, Inc. ("PCBM") through MRC Legal Services 
Corporation. ("MRC") Pursuant to the Shell Acquisition and Stock Purchase 
Agreement, MAS Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XIX 
for $80,000 to MRC. In addition MRC agreed to pay MAS Capital Inc. 400,000 
shares of common stock of PCBM for consulting services. Mr. Tsai currently is
an affiliated shareholder PCBM and will become a non-affiliated shareholder 
90 days after his resignation as an officer/director. PCBM is currently a SEC
reporting company.

     In March 2000 MAS Acquisition XX Corp. ("MAS-XX") were acquired 
by Starfest, Inc. ("SFST") Pursuant to the Stock Purchase Agreement, MAS 
Capital Inc. sold 8,250,000 shares of Common Stock of MAS-XX for $100,000. 
In addition SFST agreed to pay MAS Capital Inc. 150,000 shares of common stock
of SFST. Mr. Tsai currently is an affiliated shareholder SFST and will become 
a non-affiliated shareholder 90 days after his resignation as an officer/
director. SFST 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. Other MAS Acquisition companies (Roman numerals 17 through
101) have made similar gifting of shares.

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>

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.
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>

       MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS.

     No public trading market currently exist for the Company's Common 
Stock. The Company intends to apply to have its Common Stock traded on the 
over-the-counter market and list on the OTC Bulletin Board. There is no 
assurance that the company will obtain OTC Bulletin Board listing, a trading 
market will ever develop or, if such a market does develop, that it will 
continue.  

     As of the date of this prospectus, the number of holders of the Company's
Common Stock was 151.

                        CERTAIN 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.

                       PRINCIPLE STOCKHOLDERS

     The following table sets forth certain information regarding the 
beneficial ownership of our common stock as of the date of the prospectus,
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>


-----------------------------------------------------------------------------------------------
                                  Beneficial Ownership                     Beneficial Ownership
   Beneficial Owner (1)                Prior to the                              After the
                                       Offering(1)         Number of            Offering (2)
                                  ---------------------      Shares        --------------------
                                    Number    Percent      Registered        Number   Percent

<S>                                 <C>         <C>         <C>              <C>          <C>
-----------------------------------------------------------------------------------------------
MAS Capital Inc.                    8,250,000   96.83%      8,250,000         0            0
1710 E. Division St.
Evansville, IN 47711

Aaron Tsai (1)                      8,250,000   96.83%      8,250,000         0            0
c/o MAS Capital Inc.
1710 E. Division St.
Evansville, IN 47711

All Directors & Officers            8,250,000   96.83%      8,250,000         0            0
as a group (1 person) 
-----------------------------------------------------------------------------------------------
(1) Aaron Tsai is an officer, director and controlling person of MAS
Capital Inc., the parent company of the Company.

(2) Assuming all shares registered are sold.

</TABLE>


<PAGE>
     
                     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 the date of 
this prospectus 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 the date of this
prospectus 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.

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.                      

<PAGE>

             SELLING SECURITY HOLDERS AND PLAN OF DISTRIBUTION

     This prospectus  concerns the transfer by the selling security holders
of an aggregate of 8,519,900 shares of common stock. The selling security 
holders may transfer the common stock at those prices that they are able to 
obtain in the market or as otherwise negotiated. In addition, the selling  
stockholders may transfer the shares in exchange for consideration other than 
cash, or for no consideration, as determined by the selling  stockholders in 
their sole discretion. This prospectus may be used by the selling stockholders
to transfer shares of the common stock to affiliates of the selling 
stockholders. We will receive no proceeds from the sale of common stock by 
the selling security holders.

     It is anticipated that the selling security holders will offer the shares
in direct sales to private persons and in open market transactions. The selling
security holders may offer the shares to or through registered broker-dealers 
who will be paid standard commissions or discounts by the selling security 
holders. We believe that no selling security holders have any arrangements or 
agreements with any underwriters or broker/dealers to sell the shares, and
they may contact various broker/dealers to identify prospective purchasers.  
Additionally, agents, brokers or dealers may acquire shares or interests in  
shares and may, from time to time,  effect distributions of the shares or 
interests in such capacity.

     The following table sets forth the name of the selling security holders, 
the number of shares of common stock owned by the selling security holders 
before this offering, the number of shares of common stock being registered, 
and the number and percentage of shares of common stock owned after this 
offering. None of the selling  security holders has held any  position or 
office, or had any marital  relationship  with our officers or directors in 
the past three years except as noted below.


<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------
                                  Beneficial Ownership                     Beneficial Ownership
   Beneficial Owner                    Prior to the                               After the
                                         Offering          Number of             Offering (1)
                                  ---------------------      Shares        ---------------------
                                    Number    Percent      Registered         Number   Percent
<S>                                 <C>         <C>        <C>                <C>          <C>
-----------------------------------------------------------------------------------------------
MAS Capital Inc.                    8,250,000   96.83      8,250,000          0            0        
-----------------------------------------------------------------------------------------------
Stanislav Nikolaevich Gemes               250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Sergei Konstantinovich Afon               250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Pavel Alexandrovich Sidorkin              250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Stepan Alexandrovich Dybov                250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Ilona Yanochevna Nerba                    250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Larisa Nikolaevna Timoshina               250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Natalya Petrovna Timoshilova              250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Anatoly Ivanovich Kim                     250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Nina Nikolaevna Kern                      250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Alexei Dmitrievich Basuk                  250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Vadim Alexandrovich Yuchno                250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Maxim Vladimirovitch Golodnitsky          250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Ludmila Viktorovna Sandaluk               250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Vladimir Viktorovich Knyshov              250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Michael Dmitrievich Nerba                 250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Irina Vladimirovna Kern                   250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Sergei Michaelovich Nerba              50,250    *            50,250          0            0 
-----------------------------------------------------------------------------------------------
Vitaly Alexandrovich Boyarkin             250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Victoria Vitalyevna Boyarkina             250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Natalya Alexandrovna Boyarkina            250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Evgeni Nikolaevich Kern                   250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Elena Viktorovna Dobrynina                250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Alexander Nilolaevich Dobrynin            250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Denis Michaelovich Nevzorov               250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Tatyana Alexandrovna Nevzorova            250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Michael Nikolaevich Nevzorov              250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Olga Nikolaevna Nerba                     250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Tatyana Tichonovna Rumina                 250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Nikolai Petrovich Rumin                   250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Vladimir Yrevich Dobrov                   250    *               250          0            0 
-----------------------------------------------------------------------------------------------
Natalya Vladimirovna Prishkolnik          250    *               250          0            0  
-----------------------------------------------------------------------------------------------
Charles S. Roberson                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
David E. Carra                            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
April K. Carlisle                      50,100    *            50,100          0            0 
-----------------------------------------------------------------------------------------------
Rich Hemmer                            50,100    *            50,100          0            0 
-----------------------------------------------------------------------------------------------
Stephen Lee                            50,100    *            50,100          0            0 
-----------------------------------------------------------------------------------------------
Susan Elizabeth Cormell                   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Julie Caroline Avery                      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Pamela Avery                              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Robert George William Avery               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Roger Thomas Sant                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Victor Charles Bowmer                     100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Robert Charles Bowmer                     100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Barbara Jean Ellson                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
John Peter Debney                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Emma Weight                               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jean Weight                               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Luis Guevara Diaz                    100    *               100          0            0 
-----------------------------------------------------------------------------------------------
David Guevara Diaz                     50,100    *            50,100          0            0 
-----------------------------------------------------------------------------------------------
Mevert Aurelio Serrano Selazco            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Pablo Hernandez Gallon                    100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Juan Dario Hernandez Cano                 100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Mario J. Lemoine Iragorri                 100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Frank Enrique Ladera Ladera               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Felipe Enrique Betancourt Garcia          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Fernandez Quintero Reinaldo Alberto       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Mena Matute Mayerling Daliath             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Guevara Diaz Monica                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Carlos Jesus Guevara Diaz                 100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Eduardo Jose Banco                        100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Luis Loreto Gutierrez                100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Alexander Luis Barretto                   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Leonardo Pedrin Vargas                    100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jeans Carlos Herrera                      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
David Curbenos Garcia                     100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Pedro Pablo Gutierrez Moreno              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Julio Cesar Rodriguez Revette             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Neil Alberto Alcala Bello                 100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Victor Jose Monillo                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Angel Jose Oneca                          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Leonel Antonio Borreso Herrera            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Carlos Alberto Armas                      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Hector  Jose  Alvarez Mejias              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Luis Vegas                           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Daisy Oviedo De Lara                      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Mitzy Capriles De Ledezma                 100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Rosalia Romero                            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jesus Amoyo Gomez                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Amadeo Leyba                              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Mercedes Vargas                           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Daniela  Schadendorf De Esparis           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Leonardo Velazquez                        100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Susana Prada De Allulli                   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Pimentel Latvaa                      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Esdgan Mujica                             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Feliz Oletta                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Dulce Delgado                             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Maria Cristina Parra                      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Nelson Jose Lara                          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Nancy Montero                             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Luis Enrique Oberto                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Mariztza Matiozzi                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jorge Carvajal Morales                    100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Fernando Pereira                          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Wilmer  Jose  De Abrev  Vazquez           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jacqueline  Carrasco  Gamez               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Iraida  De La Corteza  Carrasco De John   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Victor  Jovanny  Suarez  Valdes Pino      100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Abranham Giraud L.                        100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Pablo  Rafael  Barretto                   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jhonny  Emiliano  Diaz  Pacheco           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jorge A. Briones  Torrealba               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Omar  Antonio  Morales  Mancano           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Williams Montes                           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Pedro Pacheco                             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Manuel Antonio Gonzalez Gonzalez          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Rafael Chenubini Ocando                   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Pedro Miguel Cardozo Azuaje               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Luis Ferreira                        100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Brieda Aular Perez                        100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Henry Rossenschein                        100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Ernesto Fernandez                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Dumas Roberto Gomez Gonzalez              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Guillermo Paredes                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jose Dominguez                            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Hugo Cesar Bastidas                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Richard Tovar                             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Feliz Morales Marcano                     100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Mario Olivares Marcano                    100    *               100          0            0 
-----------------------------------------------------------------------------------------------
George Dao Dao                            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Alejandro Andres H.                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Francis Carolina Maldonado Gonzalez       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Leonardo George Bastardo                  100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Elba Elena Diaz Acero                     100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Roberto Carlos Diaz                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Silio Antonio Manzanero Lariva            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Eduardo Jose Crespo                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Josueismael Gomez                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Eduardo Palomar Lopez                     100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Miguel Enrique Ravelo Vouteris            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Ibain Gregorio Lopez Artiaga              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Gabriel Antonio Caraballo Soto            100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Edgar Jose Maldonado Garcia               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Maria Particia Pichardo                   100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Rafael Angel Chavez                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Eric David Domingo Azaujo                 100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Maikel Lopez  Lopez                       100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Gustavo Heiten Aguylar                    100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Carlos Alfredo Ferreira Moron             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Maria Josefa Cheda Saavedra               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Hermogenes Francisco Gil Suarez           100    *               100          0            0 
-----------------------------------------------------------------------------------------------
William Rommel Montes Rojas               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Miguel Antonio Flores Vargas              100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Ruben Silva Boico                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Ersel Susar                               100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Jeriah D. Civlei                          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
John Tsai                                 350    *               350          0            0 
-----------------------------------------------------------------------------------------------
Guillermo Guevara                         100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Elizabeth Hudson                          100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Graham Bowmer                             100    *               100          0            0 
-----------------------------------------------------------------------------------------------
Total                               8,519,900    100       8,519,900          0            0    
-----------------------------------------------------------------------------------------------
</TABLE>


* Less than 1%.

(1) Assuming all shares registered are sold.

     Following selling securityholders have served as Directors of the 
Company in the past: Charles S. Roberson, David E. Carra, April K. 
Carlisle, Rich Hemmer, Stephen Lee, Ersel Susar, Jeriah D. Civlei, 
John Tsai, Guillermo Guevara and Elizabeth Hudson.


<PAGE>
                                LEGAL PROCEEDINGS

     The Company is not a party to any legal proceedings.


                                  LEGAL MATTERS

     Charlotte M. Liebig, Attorney-At-Law has acted  as our counsel in
connection with this offering, including the validity of the issuance of the
shares offered under this prospectus. 


                                     EXPERTS

     The financial statements of MAS Acquisition XXIII Corp. at December 31,
1999 and 1998 appearing in this Prospectus and Registration Statement have been 
audited by Stark Tinter & Associates, LLC, independent auditors, as stated in 
their respective reports appearing elsewhere herein, and are included in 
reliance upon such reports given on the authority of such firm as experts in 
accounting and auditing.


<PAGE>

                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.

               DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS AND
                              CAUTIONARY STATEMENTS

     This prospectus includes "forward-looking  statements".  All statements
other than statements of historical  fact included in this prospectus  regarding
our  financial  position,   business  strategy,  plans  and  objectives  of  our
management for future operations and capital  expenditures,  are forward-looking
statements.   Although  we  believe  that  the  expectations  reflected  in  the
forward-looking  statements and the assumptions  upon which the  forward-looking
statements  are  based  are  reasonable,  we can  give no  assurance  that  such
expectations will prove to have been correct.

         Additional  statements  concerning  important  factors that could cause
actual  results  to  differ   materially  from  our  expectations   ("Cautionary
 Statements")  are disclosed in the "Risk Factors"  section and elsewhere in 
this prospectus.  All written and oral forward-looking  statements attributable
to us or persons  acting on our behalf  subsequent to the date of this  
prospectus are expressly qualified in their entirety by the Cautionary 
Statements.
                                 

<PAGE>


<TABLE>
<CAPTION>
                      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>




<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>
<CAPTION>
                          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>


 
                                    PART II
                     Information Not Required in Prospectus

Item 24.  Indemnification  of Officers  and  Directors.

     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.


<PAGE>

Item 25. Other Expenses of Issuance and Distribution.

         SEC Filing Fee                                          $22.49
         Printing and Engraving Expenses                       1,000.00
         Legal Fees and Expenses                               1,000.00
         Accounting Fees and Expenses                          1,000.00
         Miscellaneous Expenses                                  500.00
                                                               --------
         TOTAL                                                $3,522.49
                                                              =========

         All expenses other than the S.E.C. fee are estimated.

Item 26. 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 
available 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.

     In a letter dated January 21, 2000, to Mr. Ken Worm, Assistant Director
of OTC Compliance Unit of NASD Regulation, Inc., Mr. Richard K. Wulff, Chief
of Office of Small Business Policy of the SEC indicated that under various 
circumstances described in the letter, Rule 144 and Section 4(1) exemptions 
are not available to the issuers, affiliates and transferees.  


<PAGE>


EXHIBITS:

Number   Description
---------------------------------------------------------------------
3.0      Articles of Incorporation (*)
3.1      By-laws (*)
5.1      Opinion Regarding Legality
23.1     Consent of Counsel 
23.2     Consent of Start Tinter & Associates, LLC
27.1     Financial Data Schedule

(*) Incorporated by reference to exhibits of the Company's Registration
Statement on Form 10-SB filed on January 18, 2000.


<PAGE>

Item 28. Undertakings.

         The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement.

(i)  To include any  Prospectus  required by Section  l0(a)(3) of the Securities
     Act of l933;

(ii) To  reflect  in the  Prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   Registration   Statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration Statement;

(iii)To  include  any  material   information   with  respect  to  the  plan  of
     distribution not previously disclosed in the Registration  Statement or any
     material  change  to  such  information  in  the  Registration   Statement,
     including  (but not  limited  to) any  addition  or  deletion of a managing
     underwriter.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of l933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of l933 may be permitted to directors,  officers and  controlling
persons of the  Registrant,  the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling  person of the Registrant in the  successful  defense of any action,
suit or proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the Registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

         (6)  For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities. 


<PAGE>


                                   SIGNATURES 

     In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Evansville, State of Indiana.

                            MAS Acquisition XXIII CORP.
                            
Date: April 8, 2000         By: /s/ Aaron Tsai
                            __________________________________
                            Aaron Tsai
                            President, Chief Executive Officer
                            Treasurer and Director


     In accordance with the requirements of the Securities Act of 1933, the
registration statement was signed by the following persons in the capacities
and on the dates stated.
     
 

/s/ Aaron Tsai                           Date: April 8, 2000
----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director


<PAGE>


EXHIBIT 5.1

                        OPINION REGARDING LEGALITY

1. MAS Acquisition XXIII Corp. is a corporation validly existing and in good
standing under the laws of the State of Indiana, and has full corporate power
to own and hold its respective properties and carry on its respective business
as now conducted.

2. This opinion is given in connection with the registration with the Securities
and Exchange Commission (SEC) of the eight million, five hundred nineteen
thousand, nine hundred (8,519,900) shares of common stock of the corporation 
for the proposed resale by the corporation's existing shareholders.

3. The authorized capital stock of MAS Acquisition XXIII Corp. consists of 
eighty million (80,000,000) shares of common stock having a par value of $.001
per share, and twenty million (20,000,000) shares of preferred stock having a
par value of $.001 per share.

4. There are eight million, five hundred nineteen thousand, nine hundred
(8,519,900) common shares are currently issued and outstanding. There are no
preferred shares currently issued and outstanding. All of the outstanding
shares of the MAS Acquisition XXIII Corp. common stock are duly authorized, 
validly issed, and fully paid and non-assessable. There are no outstanding
subscriptions, options, warrants, calls, rights, convertible securities or
other agreements or commitments of any character relating to the capital
stock of MAS Acquisition XXIII Corp. MAS Acquisition XXIII Corp. does not hold,
directly or indirectly, any outstanding, equitable, legal or beneficial
interests in any corporation or other entity.

5. There are no know legal, administrative, arbitration or other proceedings
or governmental investigations against MAS Acquisition XXIII Corp. which, if
resolved unfavorably, would have a material adverse effect on MAS 
Acquisition XXIII Corp.


EXHIBIT 23.1

                              COSENT OF COUNSEL                        

The undersigned consents to the use of this letter in the corporation's
Form SB-2 Registration Statement of MAS Acquisition XXIII Corp. common shares.

Date: 4/3/00
     -------

/s/ Charlotte M. Liebig
-----------------------
Charlotte M. Liebig


<PAGE>


EXHIBIT 23.2


               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the use in this Registration Statement on Form SB-2 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



April 13, 2000
Denver, Colorado        

[LEGEND]
This schedule contains summary financial information extracted from the
Balance Sheet at December 31, 1999 (unaudited) and the Statement of 
Operations for the three months ended December 31, 1999 (unaudited) and 
is qualified in its entirety by reference to such financial statements.
[/LEGEND]

<TABLE>       
<S>                                    <C>
[PERIOD-TYPE]                          12-MOS
[FISCAL-YEAR-END]                      DEC-31-1999
[PERIOD-END]                           DEC-31-1999
[CASH]                                 0
[SECURITIES]                           0
[RECEIVABLES]                          0
[ALLOWANCES]                           0
[INVENTORY]                            0
[CURRENT-ASSETS]                       36
[PP&E]                                 0
[DEPRECIATION]                         0
[TOTAL-ASSETS]                         36
[CURRENT-LIABILITIES]                  0
[BONDS]                                0
[PREFERRED-MANDATORY]                  0
[PREFERRED]                            0
[COMMON]                               36
[OTHER-SE]                             0
[TOTAL-LIABILITY-AND-EQUITY]           36
[SALES]                                0
[TOTAL-REVENUES]                       0
[CGS]                                  0
[TOTAL-COSTS]                          0
[OTHER-EXPENSES]                       (18)
[LOSS-PROVISION]                       0 
[INTEREST-EXPENSE]                     0
[INCOME-PRETAX]                        (18)
[INCOME-TAX]                           0
[INCOME-CONTINUING]                    0
[DISCONTINUED]                         0
[EXTRAORDINARY]                        0
[CHANGES]                              0
[NET-INCOME]                           (18)
[EPS-BASIC]                          0
[EPS-DILUTED]                          0


</TABLE>