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            .
                               -----------    -----------

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
 -------------------------------------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code:  (604) 685-8318

                         Heng Fai China Industries, Inc.
               ---------------------------------------------------
              (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.



<PAGE>

                          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
<PAGE>


                          POWERSOFT TECHNOLOGIES, INC.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (United States Dollars)

                                                                      As of March 31,  As of December 31,
ASSETS                                                                    1999               1998
------                                                                --------------   ------------------
                                                                       (Unaudited)
<S>                                                                    <C>             <C>
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
<PAGE>


<CAPTION>

                               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)
<S>                                                                    <C>             <C>
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
                                                                       -----------     -----------

Total current liabilities ..........................................     4,824,652       5,283,697
                                                                       -----------     -----------

Long-term liabilities:
   Mortgage loans payable (Note 4) .................................       719,616         710,277
                                                                       -----------     -----------

     Total liabilities .............................................     5,544,268       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) .......    (3,337,253)     (3,356,080)
   Cumulative exchange adjustments .................................         2,932          18,417
   Accumulated deficit .............................................    (7,204,350)     (6,918,936)
                                                                       -----------     -----------

                                                                        (4,312,780)     (4,715,708)
   Common stock issued for consulting services to be received ......          --            62,500
                                                                       -----------     -----------

Total shareholders' (deficit) equity ...............................    (4,312,780)      4,778,208
                                                                       -----------     -----------

Total liabilities and shareholders' (deficit) equity ...............   $ 1,231,488     $ 1,215,766
                                                                       ===========     ===========

</TABLE>













See the accompanying  notes to the unaudited  condensed  consolidated  financial
statements.



                                       4
<PAGE>

<TABLE>
<CAPTION>
                               POWERSOFT TECHNOLOGIES, INC.
                            CONDENSED CONSOLIDATED STATEMENT OF
                                  OPERATIONS (UNAUDITED)
                                  (United States Dollars)

                                                                    Three months ended March 31,
                                                                       1999            1998
                                                                       ----            -----
<S>                                                                   <C>             <C>
Revenues:
   Rental income ............................................   $     84,166          87,555
   Investment income ........................................            563           2,610
   Other income .............................................          1,580            --
                                                                ------------    ------------

Total revenues ..............................................         83,309          90,165
                                                                ------------    ------------

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
                                                                ------------    ------------

     Total expenses .........................................        328,050         357,473
                                                                ------------    ------------

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





See the accompanying  notes to the unaudited  condensed  consolidated  financial
statements.



                                       5
<PAGE>

<TABLE>
<CAPTION>


                               POWERSOFT TECHNOLOGIES, INC.
                            CONDENSED CONSOLIDATED STATEMENT OF
                                  CASH FLOWS (UNAUDITED)
                                  (United States Dollars)

                                                         Three months ended March 31,
                                                                1999           1998
                                                                ----           ----

<S>                                                       <C>             <C>
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)
                                                          -------------   ---------

     Net cash used in operating activities ............       (64,973)      (57,346)
                                                          -------------   ---------


</TABLE>















See the accompanying  notes to the unaudited  condensed  consolidated  financial
statements.



                                       6
<PAGE>

<TABLE>
<CAPTION>

                          POWERSOFT TECHNOLOGIES, INC.
                       CONDENSED CONSOLIDATED STATEMENT OF
                       CASH FLOWS (UNAUDITED) - continued
                             (United States Dollars)

                                                                 Three months ended March 31,
                                                                      1999        1998
                                                                 ------------  -------------

<S>                                                                <C>        <C>
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
                                                                   ========   ========

</TABLE>















See the accompanying  notes to the unaudited  condensed  consolidated  financial
statements.



                                       7
<PAGE>



                          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
<PAGE>

                          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
                                                  ----------        -----------
Corporate equity securities (a):
   Cost ..................................       $ 3,795,370        $ 3,795,370
   Less gross unrealized losses ..........        (3,337,253)        (3,356,080)
                                                 -----------        -----------

   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
<PAGE>



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
<PAGE>

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
<PAGE>

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
<PAGE>


                           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.






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<PAGE>


                                   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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