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

                                    FORM 10-Q/A

[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

                                       OR

[ ]  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
      incorporation or ornization)                   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


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/A

                  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............  8

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................... 10

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings................................................... 12

Item 2.  Changes in Securities............................................... 12

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................................................................... 13





                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                 POWERSOFT TECHNOLOGIES, INC.
                           CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (United States Dollars)

                                                                      As of June 30,   As of December 31,
ASSETS                                                                    1999               1998
------                                                                --------------   ------------------
                                                                       (Unaudited)
<S>                                                                    <C>             <C>
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
                                                                       ----------        ----------
Total assets .......................................................   $1,568,210        $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 June 30,   As of December 31,
                                                                           1999             1998
                                                                      --------------   ------------------
                                                                       (Unaudited)
<S>                                                                    <C>             <C>
Current liabilities:
   Current portion of mortgage loan 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 loan payable ............................................       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, none issued or outstanding .........................          --             --
   Common stock, $.01 par value, 30,000,000 shares
     authorized; 29,259,542 shares issued and outstanding as of
     June 30, 1999 and 15,559,542 shares issued and outstanding
     as of December 31, 1998 ........................................       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
                                                                        ===========    ===========
</TABLE>










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



                                       4
<PAGE>

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

                                                                                           Six months ended June 30,
                                                                                         1999                     1998
                                                                                         ----                     ----
<S>                                                                                 <C>                     <C>
Revenues:
   Rental income ..........................................................         $    165,365            $    172,751
   Investment income ......................................................                  679                   2,879
   Unrealized gain on available-for-sale securities .......................              342,740                    --
   Other income ...........................................................                3,641                    --
                                                                                    ------------            ------------

Total revenues ............................................................              512,425                 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
   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 ............................................................              592,252                 679,577
                                                                                    ------------            ------------

Net loss ..................................................................         $    (79,827)           $   (503,947)
                                                                                    ============            ============

Net loss per share, basic and diluted .....................................         $      (0.00)           $      (0.03)
                                                                                    ============            ============

Weighted average number of shares of common stock outstanding .............           26,534,680              15,559,542
                                                                                    ============            ============
</TABLE>








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


                                        5

<PAGE>

<TABLE>
<CAPTION>


                          POWERSOFT TECHNOLOGIES, INC.
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (United States Dollars)


                                                                                       Three months ended June 30,
                                                                                       1999                   1998
                                                                                       ----                   ----
<S>                                                                              <C>                     <C>
Revenues:
   Rental income ..........................................................      $     81,199            $     85,196
   Investment income ......................................................               116                     269
   Unrealized gain on available-for-sale securities .......................           323,913                    --
   Other income ...........................................................             2,061                    --
                                                                                 ------------            ------------

Total revenues ............................................................           407,289                  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
   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 ............................................................           264,202                 322,104
                                                                                 ------------            ------------

Net loss ..................................................................      $    143,087            $   (236,639)
                                                                                 ============            ============

Net earnings (loss) per common share, basic and diluted ...................      $       0.00            $      (0.02)
                                                                                 ============            ============

Weighted average number of shares of common stock outstanding .............        29,259,542              15,559,542
                                                                                 ============            ============
</TABLE>

















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


                                        6

<PAGE>


<TABLE>
<CAPTION>

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


                                                                     Six months ended June 30,
                                                                        1999        1998
                                                                        ----        ----

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

CASH FLOWS FROM INVESTING ACTIVITIES:

   Purchases of property, plant and equipment ..................     (31,297)        --
                                                                   ---------    ---------

   Net cash used in investing activities .......................     (31,297)        --
                                                                   ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES

   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
                                                                   =========    =========

</TABLE>








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


                                        7

<PAGE>



                          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  Powersoft  Technologies  Inc.  (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 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 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 of 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.



                                        8

<PAGE>


                          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 and 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 these subsidiaries for approximately  $4,838,000 in the form of
the assumption of certain  liabilities.  In  consideration  of the assumption of
liabilities, the Company agreed to issue two notes payable to SAR in the amounts
of $1,000,000 and  $3,838,000.  The $1,000,000  note is immediately  convertible
into  20,000,000  common  shares  of the  Company.  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 at the option of the Company
by giving seven  trading  days notice in writing to SAR. On June 18,  1999,  the
Company agreed to offset the amounts due from related parties resulting from the
sale, of $1,365,278 with the $3,838,000 note payable,  resulting in an amendment
to  the  original   promissory  notes.  The  note  payable  for  $3,838,000  was
effectively  reduced to  $2,472,722.  The  agreement  with SAR is subject to the
approval of the Company's stockholders.  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.


                                       9

<PAGE>



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 these subsidiaries for approximately  $4,838,000 in the form of
the assumption of certain  liabilities.  In  consideration  of the assumption of
liabilities, the Company agreed to issue two notes payable to SAR in the amounts
of $1,000,000 and  $3,838,000.  The $1,000,000  note is immediately  convertible
into  20,000,000  common  shares  of the  Company.  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 at the option of the Company
by giving seven  trading  days notice in writing to SAR. On June 18,  1999,  the
Company agreed to offset the amounts due from related parties resulting from the
sale, of $1,365,278 with the $3,838,000 note payable,  resulting in an amendment
to  the  original   promissory  notes.  The  note  payable  for  $3,838,000  was
effectively  reduced to  $2,472,722.  The  agreement  with SAR is subject to the
approval of the Company's stockholders.  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

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.  The most  significant
item for the six months ended June 30, 1999 is the unrealized gain on investment
securities of $342,740.

     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 months ended June 30, 1999. This is because of the  uncertainty  related
to the international  securities markets.  Investment income in 1999 consists of
interest income.

     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  balances of the margin loan payable were
$3,099,607 and $3,136,264 at June 30, 1999 and December 31, 1998,  respectively.
Other operating  expenses decreased from $76,642 in 1998 to $59,040 in 1999. The
decrease is due to reduced financial fees, 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.  The most  significant
item  for the  three  months  ended  June  30,  1999 is the  unrealized  gain on
investment securities of $323,913.

     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 the
margin loan payable.

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 month  period
ended  June 30,  1999  was  $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  month  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  was  $13,694 for the six month
period ended June 30, 1998.  This is due primarily to the decrease in the margin
loan payable.



                                       11
<PAGE>


     The net cash used in operating  activities  for six month period ended June
30,  1998  was  $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.

                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

         Not applicable.

ITEM 2.  CHANGES IN SECURITIES

         None


                                       12
<PAGE>



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.

     During the quarter  ended June 30, 1999,  there were no Current  Reports on
Form 8-K filed by the Company.

                                   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:  September 15, 1999                   POWERSOFT TECHNOLOGIES, INC.,
                                            A Delaware Corporation



                                            By: /s/ Robert H. Trapp
                                               ---------------------------------
                                               Robert H. Trapp
                                               Secretary and Treasurer





















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