UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
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Commission File Number 0-7619
POWERSOFT TECHNOLOGIES, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 93-0636333
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(State or other jurisdiction of (I.R.S. Employer
corporation or organization) Identification No.
650 West Georgia Street, Suite 1088, Vancouver, British Columbia Canada V6B 4N8
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(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (604) 685-8318
Heng Fai China Industries, Inc.
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
As of August 4, 1999, 29,259,542 shares of common stock, $.01 par value, were
issued and outstanding.
POWERSOFT TECHNOLOGIES, INC.
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 1999
(Unaudited) and December 31, 1998.................................... 3
Condensed Consolidated Statements of Operations for the three
months ended March 31, 1999 and 1998 (Unaudited)..................... 5
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 1999 and 1998 (Unaudited)..................... 6
Notes to the Condensed Consolidated Financial Statements
8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................... 13
Item 2. Changes in Securities............................................... 13
Item 3. Defaults Upon Senior Securities..................................... 13
Item 4. Submission of Matters to a Vote of Security Holders................. 13
Item 5. Other Information................................................... 13
Item 6. Exhibits and Reports on Form 8-K.................................... 13
Signatures................................................................... 14
2
POWERSOFT TECHNOLOGIES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(United States Dollars)
As of March 31, As of December 31,
ASSETS 1999 1998
- ------ -------------- ------------------
(Unaudited)
Current assets:
Cash and cash equivalents ....................................... $ 30,206 $ 66,249
Available-for-sale securities (Note 3) .......................... 458,117 439,290
Accounts receivable, trade, less allowance for doubtful
accounts of $-0- .............................................. 30,726 29,830
Prepaid and other current assets ................................ 23,180 2,960
Amounts receivable from related parties ......................... 19,905 15,632
---------- ----------
Total current assets ............................................... 562,134 553,961
PROPERTY, PLANT AND EQUIPMENT, NET ................................. 669,354 661,805
---------- ----------
$1,231,488 $1,215,766
========== ==========
See the accompanying notes to the unaudited condensed consolidated financial
statements.
3
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS - continued
(United States Dollars)
LIABILITIES AND SHAREHOLDERS' DEFICIT As of March 31, As of December 31,
1999 1998
-------------- ------------------
(Unaudited)
Current liabilities:
Current portion of mortgage loans payable ....................... $ 112,285 $ 109,159
Accounts payable ................................................ 97,445 96,967
Margin loan payable (Note 3) .................................... 3,169,075 3,136,264
Accrued expenses and other liabilities .......................... 38,928 80,091
Amounts payable to related parties .............................. 1,406,919 1,861,216
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Total current liabilities .......................................... 4,824,652 5,283,697
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Long-term liabilities:
Mortgage loans payable (Note 4) ................................. 719,616 710,277
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Total liabilities ............................................. 5,544,268 5,993,974
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Commitments and Contingencies
Shareholders' (deficit) equity:
Preferred stock, $5 par value, 25,000,000 shares
authorized, unissued .......................................... -- --
Common stock, $.01 par value, 30,000,000 shares
authorized; issued and outstanding 1999 (29,259,542 shares)
and 1998 (15,559,542 shares) ................................ 292,595 155,595
Additional paid-in capital ...................................... 5,933,296 5,385,296
Unrealized loss on available-for-sale securities (Note 3) ....... (3,337,253) (3,356,080)
Cumulative exchange adjustments ................................. 2,932 18,417
Accumulated deficit ............................................. (7,204,350) (6,918,936)
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(4,312,780) (4,715,708)
Common stock issued for consulting services to be received ...... -- 62,500
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Total shareholders' (deficit) equity ............................... (4,312,780) 4,778,208
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Total liabilities and shareholders' (deficit) equity ............... $ 1,231,488 $ 1,215,766
=========== ===========
See the accompanying notes to the unaudited condensed consolidated financial
statements.
4
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF
OPERATIONS (UNAUDITED)
(United States Dollars)
Three months ended March 31,
1999 1998
---- -----
Revenues:
Rental income ............................................ $ 84,166 87,555
Investment income ........................................ 563 2,610
Other income ............................................. 1,580 --
------------ ------------
Total revenues .............................................. 83,309 90,165
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Expenses:
Depreciation ............................................. 8,797 10,209
Legal and professional fees .............................. 17,544 1,168
Consulting fees .......................................... -- 62,500
Consulting fees paid to a related company ................ 125,000 125,000
Interest expense ......................................... 111,939 88,881
Foreign exchange (gain) loss ............................. (18,827) --
Land lease ............................................... 18,224 19,208
Rental real estate management fees ....................... 5,169 5,204
Utilities ................................................ 9,233 --
Other operating and administrative fees .................. 32,144 45,303
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Total expenses ......................................... 328,050 357,473
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Net loss .................................................... $ (222,914) (267,308)
============ ============
Earnings (loss) per share (basic and diluted): .............. $ (0.009) $ (0.017)
============ ============
Weighted average number of shares of common stock outstanding 23,779,542 15,559,542
============ ============
See the accompanying notes to the unaudited condensed consolidated financial
statements.
5
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS (UNAUDITED)
(United States Dollars)
Three months ended March 31,
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .............................................. $ (222,914) $(267,308)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ...................... 8,797 10,209
Consulting fee paid in common stock ................ -- 62,500
Changes in working capital components:
Accounts receivable ................................ (896) (21,331)
Prepaid and other current assets ................... (20,220) 8,709
Amounts receivable from related parties ............ (4,273) (366,950)
Accounts payable and accrued expenses .............. (40,685) (35,709)
Bills payable ...................................... -- (80,723)
Accrued interest ................................... -- (6,100)
Security deposits payable .......................... -- 929
Amounts due to related parties ..................... 230,703 558,148
Exchange difference ................................ (15,485) (443)
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Net cash used in operating activities ............ (64,973) (57,346)
------------- ---------
See the accompanying notes to the unaudited condensed consolidated financial
statements.
6
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF
CASH FLOWS (UNAUDITED) - continued
(United States Dollars)
Three months ended March 31,
1999 1998
------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of available-for-sale securities ................... $ -- $ --
Proceeds from available-for-sale securities ................. -- --
Purchases of property, plant and equipment .................. (16,346) --
-------- --------
Net cash used in investing activities ....................... (16,346) --
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in margin loan payable ............................. 32,811 63,474
Mortgage loan repaid ........................................ 12,465 (5,235)
-------- --------
Net cash provided by (used in) financing activities ......... 45,276 58,239
-------- --------
NET INCREASE IN CASH AND CASH EQUIVALENTS ...................... (36,043) 893
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD ...................................................... 66,249 36,173
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD ....................... $ 30,206 $ 37,066
======== ========
See the accompanying notes to the unaudited condensed consolidated financial
statements.
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POWERSOFT TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries. The condensed consolidated financial
statements included herein have been prepared by the Company, without audit,
pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. The condensed consolidated financial statements and
the notes thereto should be read in conjunction with the consolidated financial
statements included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998. In the opinion of the management of the Company, the
accompanying condensed consolidated financial statements contain all necessary
adjustments to present fairly the financial position, the results of operations
and cash flows for the periods reported. All adjustments are a normal recurring
nature.
The results of operations for the three-month periods ended March 31, 1999 and
March 31, 1998 are not necessarily indicative of the results to be expected for
the full year.
The condensed statements of operations for the three-month period ended March
31, 1998, have been reclassified to conform to the 1999 presentation.
NOTE 2. CONTINUING OPERATIONS
These condensed consolidated financial statements have been prepared on the
going concern basis of accounting which assumes the Company will realize its
assets and discharge its liabilities in the normal course of business. The
Company is currently operating at a loss and has minimal in net tangible assets.
Should the Company be unable to continue as a going concern it may be required
to realize its assets and settle its liabilities at amounts substantially
different from the current carrying values.
The Company's ability to continue as a going concern is dependent on continued
financial support from its principal shareholder, Mr. Fai H. Chan, who has
signed a letter of financial support to the Company.
8
POWERSOFT TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 (UNAUDITED), CONTINUED
NOTE 3. AVAILABLE-FOR-SALE SECURITIES
The cost and approximate market value of investment securities were as follows:
March 31, December 31,
1999 1998
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Corporate equity securities (a):
Cost .................................. $ 3,795,370 $ 3,795,370
Less gross unrealized losses .......... (3,337,253) (3,356,080)
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Estimated fair value .................. $ 458,117 $ 439,290
=========== ===========
Carrying value ........................ $ 458,117 $ 439,290
=========== ===========
Margin loan payable (b) .................. $ 3,169,075 $ 3,136,264
=========== ===========
(a) Included in the above securities are 48,535,276 shares at
March 31, 1999, and December 31, 1998, representing 3.9
percent of the outstanding common stock of Heng Fung Holdings
Company Limited ("Heng Fung"). These securities were acquired
in 1997 at a cost of $3,811,208. Fai H. Chan and Robert Trapp,
directors of Heng Fung, are also officers, directors and/or
shareholders of the Company.
The investment securities held by the Company are not subject
to any contractual or statutory resale restrictions and any
portion of these securities can be reasonably expected to
qualify for sale within one year.
(b) All investments are pledged to secure the Company's margin
loan payable. The loan is payable on demand and bears interest
at Hong Kong best lending plus 3.5% per annum.
NOTE 4. SALE OF ASSETS
On January 18, 1999, the Company entered into an agreement with SAR Trading
Limited ("SAR") wherein SAR agreed to buy and the Company agreed to sell all of
its interests in the majority of its subsidiaries for approximately $4,838,000
in the form of the assumption of certain liabilities. In consideration of the
assumption of the assumption of liabilities, the Company agreed to issue two
notes payable to SAR in the amounts of $1,000,000 and $2,472,272, which is the
$3,838,000 difference, net of related party accounts receivable of $1,365,278.
The $1,000,000 note is immediately convertible into 20,000,000 common shares of
the Company at a conversion price of $0.05 per share. The $3,838,000 note can be
converted into shares of common stock of the Company, in minimum increments of
$250,000 each, at the average 15 day trading price of the Company's common stock
at the option of the Company by giving seven trading days notice in writing to
SAR. The agreement is subject to shareholder approval. This transaction
essentially liquidates the operations of the Company and transfers control of
the Company to SAR.
9
NOTE 5. FORGIVENESS OF DEBT
On February 5, 1999, 13,700,000 shares of common stock of the Company were
issued to SAR in exchange for forgiveness of debt of $685,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Condensed
Consolidated Financial Statements of the Company and the related notes thereto,
and other financial information that is included elsewhere herein or
incorporated by reference.
Introduction
The Company was originally incorporated in 1958 and until June 1994 had been
engaged in business other than those it presently operates.
The Company owns an Apartment Building in North Vancouver, British Columbia, and
until June 1995 the Company's operations were comprised of that single segment.
In 1995 and 1996, the Company, through various subsidiaries, acquired certain
interests in PRC, including:
(i) Min You, which has an option to lease a production line in Cangzhou
Factory for cement manufacturing;
(ii) a 70% interest in Wuhan, a PRC container manufacturer;
(iii)an interest in the Duck Farm pursuant to which the Company operated a
duck farm in PRC; and (iv) an option to form Heng Li in order to
develop a commercial building in Zhangjiagang Free Trade Zone, PRC.
In the fourth quarter of 1997, the Company determined that it would discontinue
substantially all of its operations in PRC. The Divestiture included (i) the
transfer of 81% of the Company's interest in Min You to two unrelated parties;
(ii) effecting an agreement to reverse the acquisition of a 70% interest in
Wuhan; (iii) the termination of the Company's interest in the Duck Farm; and
(iv) the termination of the Heng Li joint venture agreement.
As of March 31, 1999, the Company retained a 19% interest in Min You, but full
provisions have been made against the remaining cost of investment in Min You,
and 100% of the outstanding capital stock of Vancouver Hong Kong.
On January 18, 1999, the Company entered into an agreement with SAR Trading
Limited ("SAR") wherein SAR agreed to buy and the Company agreed to sell all of
its interests in the majority of its subsidiaries for approximately $4,838,000
in the form of the assumption of certain liabilities. In consideration of the
assumption of the assumption of liabilities, the Company agreed to issue two
notes payable to SAR in the amounts of $1,000,000 and $2,472,272, which is the
$3,838,000 difference, net of related party accounts receivable of $1,365,278.
The $1,000,000 note is immediately convertible into 20,000,000 common shares of
the Company at a conversion price of $0.05 per share. The $3,838,000 note can be
converted into shares of common stock of the Company, in minimum increments of
$250,000 each, at the average 15 day trading price of the Company's common stock
at the option of the Company by giving seven trading days notice in writing to
SAR. The agreement is subject to shareholder approval. This transaction
essentially liquidates the operations of the Company and transfers control of
the Company to SAR.
On February 5, 1999, 13,700,000 shares of common stock of the Company were
issued to SAR in exchange for forgiveness of debt of $685,000.
10
RESULTS OF CONTINUING OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AS COMPARED TO THE THREE MONTHS ENDED MARCH
31, 1998
There were no significant changes in the revenues and expenses attributable to
the operation of Vancouver Hong Kong's real estate between the first quarter of
fiscal 1999 and the first quarter of fiscal 1998.
Investment income decreased from $2,610 in 1998 to $563 in 1999. The Company has
not engaged in investment activity during the quarter ended March 31, 1999. This
is because of the uncertainty related to the international securities markets.
Investment income in 1998 consists of interest income.
Consulting expense decreased from an aggregate of $187,500 in 1998 to $125,000
in 1999. This is due to the Company's reduced use of consulting services.
Interest expense increased from $88,881 for the three months ended March 31,
1998 to $111,939 for the same period in 1999. This is due to the increase in
margin loans payable. The outstanding balance of margin loans payable amounted
to $3,169,075 and $3,121,769 at March 31, 1999, and March 31, 1998,
respectively. Other expenses decreased from $45,303 in 1998 to $32,144 in 1999.
The decrease is due to reduced professional fees and financial, travel and
miscellaneous expenses.
The Company's net loss from continuing operations for the period ended March 31,
1999 was $222,914, a change of $44,394 compared to a net loss of $267,308 for
the corresponding period in 1998. The net decrease in the net loss was the net
result of (i) a reduction in investment income; (ii) reduced expenses for
overhead and consultants; (iii) an decrease in professional fees included in
other operating and administrative expenses; and (iv) increased interest
expense.
Three months ended March 31, 1998 as compared to the three months ended March
31, 1997
There were no significant changes in the revenues and expenses attributable to
the operation of Vancouver Hong Kong's real estate between the first quarter of
fiscal 1998 and the first quarter of fiscal 1997.
Investment income decreased from $78,081 in 1997 to $2,610 in 1998. The Company
has not engaged in investment activity during the quarter ended March 31, 1998.
This is because of the uncertainty related to the international securities
markets. Investment income in 1998 consists of interest income.
Consulting expense decreased from an aggregate of $213,000 in 1997 to $187,500
in 1998. This is due to the Company's reduced use of consulting services.
Interest expense increased from $30,350 for the three months ended March 31,
1997 to $89,032 for the same period in 1998. This is due to the increase in
margin loans payable. The outstanding balance of margin loans payable amounted
to $3,121,769 and $1,739,938 at March 31, 1998, and March 31, 1997,
respectively. Other expenses decreased from $153,525 in 1997 to $45,303 in 1998.
The decrease is due to reduced professional fees and financial, travel and
miscellaneous expenses. The Company experienced no foreign exchange loss for the
three months ended March 31, 1998 as compared to a foreign exchange gain of
$7,950 for the three months ended March 31, 1997.
The Company's net loss from continuing operations for the period ended March 31,
1998 was $267,308, a change of $3,409 compared to a net loss of $270,717 for the
corresponding period in 1997. The net decrease in the net loss was the net
result of (i) a reduction in investment income; (ii) reduced expenses for
overhead and consultants; (iii) an decrease in professional fees included in
other operating and administrative expenses; and (iv) increased interest
expense.
11
Inflation
The effect on inflation on the Company's operations is not material and is not
anticipated to have any material effect in the future.
LIQUIDITY AND CAPITAL RESOURCES
The net cash used by operating activities for the year ended March 31, 1999
amounted to $64,973. The Company meets its working capital requirements from the
proceeds of margin loans, described below and the collection of amounts from
related parties.
During the three months period ended March 31, 1999, the Company did not make
additional cash investments in securities or facilities.
The net cash provided by financing activities amounted to $56,682 for the year
ended December 31, 1998. This is due primarily to the increase in the margin
loan payable.
The net cash used in operating activities for three months period ended March
31, 1998 amounted to $57,346. This was primarily due to the operating losses
experienced, increases in receivable from the container segment and the payment
of amounts that were payable to related parties. The Company met its capital
requirements from the proceeds of bank borrowings and the issuance of common
shares.
As discussed in Note 2 of the notes to the condensed consolidated financial
statements, the Company's operating losses and deficiency in net tangible assets
raise substantial doubts concerning the Company's ability to continue as a going
concern. However, the Company's principal shareholder has agreed to continue to
provide the Company with necessary financial support.
EXCHANGE RATE RISK
At present, the Company's revenues and expenses are denominated in U.S. dollars
and Hong Kong dollars and Canadian dollars. In view of the exchange rate pegged
between Hong Kong dollars and U.S. Dollars, the Company's Hong Kong operations
are not subject to any direct exposure from the fluctuation of U.S. Dollars.
Also, the Company's disposal of its operations in PRC in 1997 nearly eliminates
its exposure to exchange rate risk with the PRC Renminbi. The Renminbi is the
currency of the PRC. The Company is exposed to exchange rate risk in its real
estate operations in Canada. The Company's real estate activity transactions,
including long-term debt are payable in Canadian dollars. The Canadian dollar
has declined in its relation to the U.S. dollar to $1.42 from approximately
$1.36 in 1996.
The Company is not involved in any hedging activities in foreign currencies.
The Year 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. Computer programs
that have sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities. Based on a recent internal assessment,
the Company does not anticipate that the cost of any needed modifications will
have a material effect on results of operations.
There can be no assurance, however, that should the Year 2000 Issue become a
problem, that such problem will be resolved successfully and in a timely fashion
or that any failure or delay by the Company or any third parties which interact
with the Company in achieving Year 2000 compliance will not have an adverse
effect on its operations.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 13, 999, Cangzhou, Min You Cement Co., Ltd. ("Min You") received a
notice of application by Cangzhou Factory for arbitration from the Arbitration
Committee in Cangzhou in which Cangzhou Factory is now seeking compensation from
Min You and Heng Fai Light Products in the amount of RMB 2,620,000.
ITEM 2. CHANGES IN SECURITIES
On February 5, 1999, 13,700,000 shares of common stock of the Company were
issued to SAR Trading Limited ("SAR") in exchange for forgiveness of debt of
$685,000. The issuance of the common stock was made in reliance upon the
exemption from registration provided by Section 4(2) of the 1933 Act. The
purchaser, SAR, had access to full information concerning the Company and
represented that it purchased the common stock for the purchaser's own account
and not for the purpose of distribution. The common stock contains a restrictive
legend advising that the securities represented by the common stock may not be
offered for sale, sold or otherwise transferred without having first been
registered under the 1933 Act or pursuant to an exemption from registration
under the 1933 Act. No underwriters were involved in the transaction.
ITEM 3. DEFAULTS IN SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 27: Financial Data Schedule.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 5, 1999 POWERSOFT TECHNOLOGIES, INC.,
A Delaware Corporation
By: /s/ Robert H. Trapp
---------------------------------
Robert H. Trapp
Secretary and Treasurer
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