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 June 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
----------- -----------
Commission File Number 0-7619
POWERSOFT TECHNOLOGIES, INC.
----------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 93-0636333
------------------------------ ------------------
(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
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 JUNE 30, 1999
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Page No.
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 1999
(Unaudited) and December 31, 1998.................................... 3
Condensed Consolidated Statements of Operations for the six
months ended June 30, 1999 and 1998 (Unaudited)..................... 5
Condensed Consolidated Statements of Operations for the three
months ended June 30, 1999 and 1998 (Unaudited)..................... 6
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 1999 and 1998 (Unaudited)..................... 7
Notes to the Condensed Consolidated Financial Statements............ 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings................................................... 14
Item 2. Changes in Securities............................................... 14
Item 3. Defaults Upon Senior Securities..................................... 14
Item 4. Submission of Matters to a Vote of Security Holders................. 14
Item 5. Other Information................................................... 14
Item 6. Exhibits and Reports on Form 8-K.................................... 14
Signatures................................................................... 15
2
POWERSOFT TECHNOLOGIES, INC.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
(United States Dollars)
As of June 30, As of December 31,
ASSETS 1999 1998
- - ------ -------------- ------------------
(Unaudited)
Current assets:
Cash and cash equivalents ....................................... $ 35,263 $ 66,249
Available-for-sale securities (Note 3) .......................... 782,030 439,290
Accounts receivable, trade, less allowance for doubtful
accounts of $-0- .............................................. 31,853 29,830
Prepaid and other current assets ................................ 23,222 2,960
Amounts receivable from related parties ......................... 20,334 15,632
---------- ---------
Total current assets ............................................... 892,702 553,961
PROPERTY, PLANT AND EQUIPMENT, NET ................................. 675,508 661,805
--------- ---------
1,568,210 $ 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 June 30, As of December 31,
1999 1998
-------------- ------------------
(Unaudited)
Current liabilities:
Current portion of mortgage loans payable ....................... $ 115,303 $ 109,159
Accounts payable ................................................ 97,881 96,967
Margin loan payable (Note 3) .................................... 3,099,607 3,136,264
Accrued expenses and other liabilities .......................... 13,976 80,091
Amounts payable to related parties .............................. 1,343,675 1,861,216
---------- -----------
Total current liabilities .......................................... 4,670,442 5,283,697
---------- -----------
Long-term liabilities:
Mortgage loans payable (Note 4) ................................. 727,096 710,277
---------- -----------
Total liabilities ............................................. 5,397,538 5,993,974
---------- -----------
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) ....... (3,013,340) (3,356,080)
Cumulative exchange adjustments ................................. 19,384 18,417
Accumulated deficit ............................................. (7,061,263) (6,918,936)
---------- -----------
(3,829,328) (4,715,708)
Common stock issued for consulting services to be received ...... -- 62,500
---------- -----------
Total shareholders' (deficit) equity ............................... (3,829,328) 4,778,208
- -----------
Total liabilities and shareholders' (deficit) equity ............... $1,568,210 $ 1,215,766
========== ===========
See the accompanying notes to the unaudited condensed consolidated financial
statements.
4
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (UNAUDITED)
(United States Dollars)
Six months ended June 30,
1999 1998
---- ----
Revenues:
Rental income ................................................................... $ 165,365 $ 172,751
Investment income ............................................................... 679 2,879
Other income .................................................................... 3,641 --
------------ ------------
Total revenues ..................................................................... 169,685 175,630
------------ ------------
Expenses:
Depreciation .................................................................... 17,594 21,294
Legal and professional fees ..................................................... 18,685 4,317
Consulting fees ................................................................. -- 62,500
Consulting fees paid to a related company ....................................... 250,000 250,000
Interest expense ................................................................ 189,662 214,505
Unrealized gain on available-for-sale securities ................................ (342,740) --
Land lease ...................................................................... 37,263 38,173
Rental real estate management fees .............................................. 10,569 12,146
Utilities ....................................................................... 9,439 --
Other operating and administrative fees ......................................... 59,040 76,642
------------ ------------
Total expenses ................................................................ 249,512 679,577
------------ ------------
Net loss ........................................................................... $ (79,827) $ (503,947)
============ ============
Net earnings (loss) per share (basic) .............................................. $ (0.00) $ (0.03)
============ ============
Weighted average number of shares of common stock outstanding ...................... 26,534,680 15,559,542
============ ============
See the accompanying notes to the unaudited condensed consolidated financial
statements.
5
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (UNAUDITED)
(United States Dollars)
Three months ended March 31,
1999 1998
---- ----
Revenues:
Rental income ................................................................... $ 81,199 $ 85,196
Investment income ............................................................... 116 269
Other income .................................................................... 2,061 --
------------ ------------
Total revenues ..................................................................... 83,376 85,465
------------ ------------
Expenses:
Depreciation .................................................................... 8,797 11,085
Legal and professional fees ..................................................... 1,141 3,149
Consulting fees ................................................................. -- --
Consulting fees paid to a related company ....................................... 125,000 125,000
Interest expense ................................................................ 77,723 125,624
Unrealized gain on available-for-sale securities ................................ (323,913) --
Land lease ...................................................................... 19,039 18,965
Rental real estate management fees .............................................. 5,400 6,942
Utilities ....................................................................... 206 --
Other operating and administrative fees ......................................... 26,896 31,339
------------ ------------
Total expenses ................................................................ (59,711) 322,104
------------ ------------
Net loss ........................................................................... $ 143,087 $ (236,639)
============ ============
Net earnings (loss) per share (basic) .............................................. $ 0.00 $ (0.02)
============ ============
Weighted average number of shares of common stock outstanding ...................... 29,259,542 15,559,542
============ ============
See the accompanying notes to the unaudited condensed consolidated financial
statements.
6
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED)
(United States Dollars)
Six months ended June 30,
1999 1998
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ....................................................................... $ (79,827) $(503,947)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization ............................................... 17,594 21,294
Consulting fee paid in common stock ......................................... -- 62,500
Changes in working capital components:
Accounts receivable ......................................................... (2,023) (19,755)
Prepaid and other current assets ............................................ (20,262) 8,905
Amounts receivable form related parties ..................................... (4,702) (19,085)
Accounts payable and accrued expenses ....................................... (65,201) (36,317)
Accrued interest ............................................................ -- (13,815)
Security deposits payable ................................................... -- 268
Amounts due to related parties .............................................. 167,459 395,058
Exchange difference ......................................................... 967 (2,653)
--------- ---------
Net cash provided by operating activities ................................. 14,005 (107,547)
--------- ---------
See the accompanying notes to the unaudited condensed consolidated financial
statements.
7
POWERSOFT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS (UNAUDITED) - continued
(United States Dollars)
Six months ended June 30,
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 ...................................... (31,297) --
--------- ---------
Net cash used in investing activities ........................................... (31,297) --
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in short-term borrowings ............................................... -- --
Increase (decrease) in margin loan payable ...................................... (36,657) 133,346
Increase (decrease) in mortgage loan ............................................ 22,963 (10,061)
--------- ---------
Net cash provided by (used in) financing activities ............................. (13,694) 123,285
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS .......................................... (30,986) 15,738
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD .......................................................................... 66,249 36,173
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD ........................................... $ 35,263 $ 51,911
========= =========
See the accompanying notes to the unaudited condensed consolidated financial
statements.
8
POWERSOFT TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries. The unaudited 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 condense 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 unaudited 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 unaudited 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 and six month periods ended June 30,
1999 are not necessarily indicative of the results to be expected for the full
year.
The unaudited condensed statements of operations for the three and six month
periods ended June 30, 1998, have been reclassified to conform to the 1999
presentation.
NOTE 2. CONTINUING OPERATIONS
These unaudited 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.
9
POWERSOFT TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1999 (UNAUDITED) - continued
NOTE 3. AVAILABLE-FOR-SALE SECURITIES
The cost and approximate market value of investment securities were as follows:
June 30, December 31,
1999 1998
--------------- ------------
Corporate equity securities (a):
Cost $ 3,795,370 $ 3,795,370
Less gross unrealized losses (3,013,340) (3,356,080)
--------------- ------------
Estimated fair value $ 782,030 $ 439,290
=============== ============
Carrying value $ 782,030 $ 439,290
=============== ============
Margin loan payable (b) $ 3,099,607 $ 3,136,264
=============== ============
(a) Included in the above securities are 48,535,276 shares at June 30,
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.
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.
10
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.
Presently, 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.
11
RESULTS OF CONTINUING OPERATIONS
SIX MONTHS ENDED JUNE 30, 1999 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998
There were no significant changes in the revenues and expenses attributable to
the operation of Vancouver Hong Kong's real estate between the six-months ended
June 30, 1999 and six-months ended June 30, 1998.
Investment income decreased from $2,879 in through June 30, 1998 to $679 through
June 30, 1999. The Company has not engaged in investment activity during the six
month ended June 30, 1999. This is because of the uncertainty related to the
international securities markets. Investment income in 1999 consists of interest
income.
Consulting expense decreased from an aggregate of $62,500 for the six months
ended June 30, 1998 to nil for the six months ended June 30, 1999. This is due
to the Company's reduced use of consulting services. Interest expense decreased
from $214,505 for the six-months ended June 30, 1998 to $189,662 for the same
period in 1999. This is due to the decrease in margin loans payable. The
outstanding balance of margin loans payable amounted to $3,099,607 and
$3,136,264 at June 30, 1999, and June 30, 1998, respectively. Other operating
expenses decreased from $76,642 in 1998 to $59,040 in 1998. The decrease is due
to reduced professional fees and financial, travel and miscellaneous expenses.
THREE MONTHS ENDED JUNE 30, 1999 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998
There were no significant changes in the revenues and expenses attributable to
the operation of Vancouver Hong Kong's real estate between the three-months
ended June 30, 1999 and three-months ended June 30, 1998.
Consulting expense decreased from an aggregate of $426,000 for the six months
ended June 30, 1997 to $312,500 for the six months ended June 30, 1998. This is
due to the Company's reduced use of consulting services. Interest expense
decreased $47,901 or 38% for the three-months ended June 30, 1999 compared to
the same period in 1998. This is due to the decrease in margin loans payable.
The most significant item for the three months ended June 30, 1999 is the
unrealized gain on investment securities of $323,913.
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 provided by operating activities for the six months period ended
June 30, 1999 amounted to $14,005. 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 six months period ended June 30, 1999, the Company made additional
cash investments in securities or facilities in the amount of $31,297.
The net cash used by financing activities amounted to $13,694 for the six months
period ended June 30, 1998. This is due primarily to the decrease in the margin
loan payable.
The net cash used in operating activities for six months period ended June 30,
1998 amounted to $107,547. 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,
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 Company is not involved in any hedging activities in foreign currencies.
The Year 2000
The Year 2000 issue refers to the fact that many computer systems were
originally programmed using two digits rather than four digits to identify the
applicable year. When the year 2000 occurs, these systems could interpret the
year as 1900 rather than 2000. Unless hardware, system software and applications
are corrected to be Year 2000 compliant, computers and the devices they control
could generate miscalculations and creative operational problems. Various
systems could be affected ranging from complex information technology ("IT")
computer systems to non-IT devices such as an individual machine's programmable
logic controller.
The Company has an informal contingency plan for its applications. The Company
is working continually with the third party suppliers of software and related
services in resolving Year 2000 issues. The Company's formal contingency plans
are currently being developed in conjunction with these suppliers. Testing will
be performed and completed by mid-calendar year 1999. The Company will continue
to monitor the progress of the suppliers in the resolution of Year 2000 issues
and continue to evaluate the necessity of an independent contingency plan.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITIES
None
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.
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 20, 1999 POWERSOFT TECHNOLOGIES, INC.,
A Delaware Corporation
By: /s/ Robert H. Trapp
---------------------------------
Robert H. Trapp
Secretary and Treasurer
14