U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

                   [ X ] ANNUAL REPORT PURSUANT TO SECTION 13
                         OF THE SECURITIES EXCHANGE ACT
                   For the Fiscal Year Ended December 31, 1998


                         Commission File No. 33-27439FW

                         Goung Hei Investment Co., Ltd.
                         ------------------------------
                        (Formerly Potentialistics, Inc.)
                 (Name of Small Business Issuer in its Charter)
<TABLE>
<S>                                 <C>                                                    <C>

Delaware                            16910 Dallas Parkway, Suite 100, Dallas, TX 75248        75-2254391
(State or Other Jurisdiction           (Address of Principal Executive Office,             (I.R.S. Employer
of incorporation or organization)                including Zip Code)                       Identification No.)

</TABLE>


                                 (972) 248-1922
              (Registrant's telephone number, including area code)

         Securities Registered under Section 12(b) of the Exchange Act:

         Title of Each Class           Name of Each Exchange on which Registered

          None

Securities  Registered  Under Section  12(g) of the Exchange Act:  Common Stock,
0.00001 Par Value

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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

Check if disclosure  of delinquent  filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure  will be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ X ]

The issuer's revenues for its most recent fiscal year were: $-0-.

The  aggregate  market value of the voting stock held by  non-affiliates  of the
registrant  as of September  23, 1999 was $58,239  (computed by reference to the
average bid and asked prices of such stock as of September  23, 1999 as reported
on the OTC Bulletin Board.

The  number  of  shares  outstanding  of the  registrant's  common  stock  as of
September 23, 1999 was 1,682,345

Transitional Small Business Disclosure Format:  Yes        No   X



<PAGE>



                                     PART I

Item 1.  Description of Business.

General

         Potentialistics, Inc.  (the "Company") was  incorporated on October 12,
1988 under the laws of the State of Delaware,  as a  wholly-owned  subsidiary of
Texas American Group,  Inc., a publicly-owned  corporation (TAG). TAG caused the
company  to  register  1,585,733  shares of its  initial  25,000,000  shares pre
reverse split issued and outstanding  shares of common stock with the Securities
and Exchange Commission on Form S-18. TAG then distributed the registered shares
to TAG shareholders. The Company is to seek out and obtain a merger, acquisition
or outright sale transaction whereby the Company's shareholders will benefit.

         In June 1996,  the  Company  changed  its  corporate  name to Goung Hei
Investment Co., Ltd. in anticipation of an acquisition of a construction company
based in Taiwan.  This transaction was never consummated.

         The  Company's  majority  shareholder  has  continued  to maintain  the
corporate status of the Company and provides all nominal working capital support
on the Company's  behalf.  Due to the Company's  lack of operating  assets,  its
continuance  is fully  dependent  upon  the  majority  shareholder's  continuing
support.  The  majority  shareholder  intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.

         The company is considered in the  development  stage and, as such,  has
generated  no  significant   operating  revenues  and  has  incurred  cumulative
operating losses of approximately $5,300.00.

         It is the  intention  of the  management  to  bring  its  SEC  periodic
reporting to date in order that the Company might be potentially attractive to a
private business that has interest in becoming a publicly-held company,  without
the  expense and time delay  involved  in  distributing  its  securities  to the
public.

Proposed Business

         The  Company   intends  to  locate  and  combine   with  an   existing,
privately-held  company,  which is  profitable,  or, in  management's  view, has
growth potential,  irrespective of the industry in which it is engaged. However,
the  Company  does not intend to combine  with a private  company,  which may be
deemed to be an  investment  company  subject to the  Investment  Company Act of
1940. A combination  may be structured as a merger,  consolidation,  exchange of
the  Company's  common  stock for stock or assets or any other  form  which will
result in the combined enterprise's becoming a publicly-held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

                                                                               2

<PAGE>


         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.


Combination Suitability Standards

         In its pursuit for a  combination  partner,  the  Company's  management
intends to consider only  combination  candidates  which are  profitable  or, in
management's  view,  have growth  potential.  The Company's  management does not
intend to pursue any combination  proposal  beyond the  preliminary  negotiation
stage with any  combination  candidate  which does not furnish the Company  with
audited  financial  statements  for at least  its most  recent  fiscal  year and
unaudited  financial  statements for interim  periods  subsequent to the date of
such audited financial statements, or is in a position to provide such financial
statements  in a timely  manner.  The  Company  will,  if  necessary  funds  are
available,  engage attorneys and/or  accountants in its efforts to investigate a
combination candidate and to consummate a business combination.  The Company may
require payment of fees by such combination  candidate to fund the investigation
of such  candidate.  In the event such a  combination  candidate is engaged in a
high technology  business,  the Company may also obtain reports from independent
organizations  of recognized  standing  covering the technology  being developed
and/or used by the candidate. The Company's limited financial resources may make
the  acquisition  of such reports  difficult or even  impossible  to obtain and,
thus,  there can be no assurance that the Company will have sufficient  funds to
obtain such reports when considering combination proposals or candidates. To the
extent the Company is unable to obtain the advice or reports from  experts,  the
risks  of  any  combined  enterprise's  being  unsuccessful  will  be  enhanced.

                                                                               3

<PAGE>

 Company's management expects that in connection with any acquisition or
merger  transaction,  that the  Management of Company will be transferred to the
new controlling  shareholders.  Company's  management will require a declaration
from any such  company  or  controlling  shareholders,  that  they have not been
convicted in any criminal proceedings or are named subject of a pending criminal
proceeding  (excluding  traffic  violations and other minor offenses),  nor have
been  subject of any order,  judgment,  or decree,  not  subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily  enjoining  them from, or otherwise  limiting the  engagement in any
type of business  practice;  or engaging in any activity in connection  with the
purchase  or sale  of any  security  or  commodity  or in  connection  with  any
violation of Federal or State securities laws.

Item 2.  Description of Property.

         The Company has no properties.

Item 3.  Legal Proceedings.

         The Company is not a party to any  material  pending nor is it aware of
any threatened legal proceeding.

Item 4.  Submission of Matters to a Vote of Security Holders.

         No matters were  submitted to securities  holders during the year ended
December 31, 1998.

                                     PART II

Item 5.  Market for Common Equity and Related Stockholder Matters.

Market Information

         The aggregate market value of the voting stock  held by  non-affiliates
of the registrant as of September 23, 1999 was $58,239 (computed by reference to
the average bid and asked  prices of such stock as of  September  23,  1999,  as
reported on the OTC Bulletin Board.

         The number of shares outstanding of the registrant's common stock as of
September 23, 1999 was 1,682,345 shares.

Dividend Policy

         The Company has never paid any  dividends  on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.


                                                                               4

<PAGE>

Item 6.  Management's Discussion and Analysis of Financial
            Condition and Plan of Operation.

Discussion of Financial Condition

         The  Company  currently  has no  revenues,  no  operations  and owns no
assets.  The  Company  will  remain  illiquid  until  such  time  as a  business
combination  transaction  occurs, if ever. No prediction of the future financial
condition of the Company can be made.

         The  Company's   independent  auditor, S.W. Hatfield, CPA expressed, in
its opinion on the Company's  audited  financial  statements,  substantial doubt
about the Company's ability to continue as a going concern. Reference is made to
the  financial  statements  of  the  Company  included  elsewhere  herein,  and,
specifically,  to the Independent  Auditor's  Report and Note A in the financial
statements of the Company.

Plan of Business

         General.  The Company  intends to locate and combine  with an existing,
privately-held company, which is profitable or, in management's view, has growth
potential,  irrespective  of the industry in which it is engaged.  However,  the
Company does not intend to combine with a private  company,  which may be deemed
to be an investment  company  subject to the  Investment  Company Act of 1940. A
combination  may be  structured  as a  merger,  consolidation,  exchange  of the
Company's  common  stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.

         Pending  negotiation  and  consummation  of a combination,  the Company
anticipates  that  it  will  have,  aside  from  carrying  on its  search  for a
combination partner, no business  activities,  and, thus, will have no source of
revenue.  Should  the  Company  incur  any  significant  liabilities  prior to a
combination  with  a  private  company,  it may  not be  able  to  satisfy  such
liabilities as are incurred.

         If  the   Company's   management   pursues  one  or  more   combination
opportunities  beyond the preliminary  negotiations stage and those negotiations
are  subsequently  terminated,  it is foreseeable that such efforts will exhaust
the Company's ability to continue to seek such combination  opportunities before
any successful  combination  can be  consummated.  In that event,  the Company's
common stock will become  worthless  and holders of the  Company's  common stock
will receive a nominal distribution,  if any, upon the Company's liquidation and
dissolution.

         Combination  Suitability  Standards.  In its pursuit for a  combination
partner,   the  Company's   management  intends  to  consider  only  combination
candidates which are profitable or, in management's view, have growth potential.
The  Company's  management  does not intend to pursue any  combination  proposal
beyond the preliminary  negotiation  stage with any combination  candidate which
does not furnish the Company with audited financial  statements for at least its
most recent fiscal year and unaudited  financial  statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial  statements in a timely  manner.  The Company will, if
necessary  funds are  available,  engage  attorneys  and/or  accountants  in its
efforts to  investigate  a  combination  candidate  and to consummate a business
combination.  The  Company  may  require  payment  of fees  by such  combination
candidate  to fund the  investigation  of such  candidate.  In the event  such a
combination candidate is engaged in a high technology business,  the Company may
also obtain  reports  from  independent  organizations  of  recognized  standing
covering  the  technology  being  developed  and/or used by the  candidate.  The
Company's limited  financial  resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient  funds to obtain such reports when  considering
combination  proposals  or  candidates.  To the extent the  Company is unable to
obtain  the  advice  or  reports  from  experts,   the  risks  of  any  combined
enterprise's being unsuccessful will be enhanced.
                                                                               5

<PAGE>


 Company's management expects that in connection with any acquisition or
merger  transaction,  that the  Management of Company will be transferred to the
new controlling  shareholders.  Company's  management will require a declaration
from any such  company  or  controlling  shareholders,  that  they have not been
convicted in any criminal proceedings or are named subject of a pending criminal
proceeding  (excluding  traffic  violations and other minor offenses),  nor have
been  subject of any order,  judgment,  or decree,  not  subsequently  reversed,
suspended or vacated,  of any court of competent  jurisdiction,  permanently  or
temporarily  enjoining  them from, or otherwise  limiting the  engagement in any
type of business  practice;  or engaging in any activity in connection  with the
purchase  or sale  of any  security  or  commodity  or in  connection  with  any
violation of Federal or State securities laws.



<TABLE>

Item 7.  Financial Statements.


                                                                                       Page
<S>                                                                                    <C>


Report of Independent Certified Public Accountants                                      F-3

Balance Sheets as of December 31, 1998, 1997 and 1996                                   F-4

Statementof Operations F-5 for the years ended December 31, 1998,  1997 and 1996
         and for the period from  October 12, 1988 (date of  inception)  through
         December 31, 1998

Statement of Changes in Shareholders' Equity                                            F-6
         for the period October 12, 1988 (date of inception)
         to December 31, 1998

Statementof Cash Flows F-8 for the years ended December 31, 1998,  1997 and 1996
         and for the period from  October 12, 1988 (date of  inception)  through
         December 31, 1998

Notes to Financial Statement                                                            F-9


</TABLE>

                                                                               6

<PAGE>




Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosures.


          None

                                     PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.

The following table sets forth the officers and directors of the Company.


Name                         Position                                  Age
Kevin B. Halter, Jr.         President and Director                    38
Kevin B. Halter              Vice President and Director               63

Set forth below is a description of the background of the President and director
of the Company.

Kevin B. Halter,  Jr. currently serves as President and Director of the Company.
Mr. Halter has served as Vice President,  Secretary and a director of Millennia,
Inc.  since  January  1994.  He  is  also   President  of  Securities   Transfer
Corporation,  a registered stock transfer company,  a position he has held since
1987.  Mr. Halter has served as Vice  President and Secretary of Halter  Capital
Corporation since 1987. Mr. Halter is the son of Kevin B. Halter.

Kevin B. Halter  currently serves as Vice President and Director of the Company.
Mr. Halter has served as President,  Chief Executive Officer and Chairman of the
Board of Millennia, Inc. since June 1994. He also served as Vice Chairman of the
Board of Millennia,  Inc.  from January 1994 until June 1994.  In addition,  Mr.
Halter has served as Chairman of the Board and Chief Executive Officer of Halter
Capital Corporation,  a privately-held  investment and consulting company, since
1987, and as its President since June 1995. Mr. Halter is the father of Kevin B.
Halter, Jr.





                                                                               7

<PAGE>


 Item 10.  Executive Compensation.

         The  Company's  management is not  currently  compensated  for services
provided  to the  Company,  and no  compensation  has been  accrued  and none is
expected to be accrued in the future.

Item 11.  Security Ownership of Certain Beneficial Owners and Management.

                  The following table sets forth the names and addresses of each
of the  persons  known by the  Company  to own  beneficially  10% or more of the
common  stock of the Company,  as well as the common stock  ownership of each of
the officers and directors of the Company.

<TABLE>


Name and Address                      Number of Shares       Percentage of Ownership (1)
<S>                                     <C>                    <C>

Halter Capital Corporation              1,485,146              88.9%
16910 Dallas Parkway, Suite 100
Dallas, TX 75248

Kevin B. Halter.                        20,619                 (less than 1%)
16910 Dallas Parkway, Suite 100
Dallas, TX 75248

Kevin B. Halter, Jr.                    12,207                 (less than 1%)
16910 Dallas Parkway, Suite 100
Dallas, TX 75248

Securities Transfer Corporation         15,070                 (less than 1%)
16910 Dallas Parkway, Suite 100
Dallas, TX 75248

All officers and directors as a         32,826                 (less than 1%)
Group (2  persons)

</TABLE>

**   Halter Capital Corporation, Kevin B. Halter and Kevin B. Halter, Jr., shall
     all  act  collectively  as  owners  of  the  Company.  Securities  Transfer
     Corporation  is 100% owned  by the KL Halter Family  Partnership.  Kevin B.
     Halter has no ownership rights in said partnership.

Item 12.  Certain Relationships and Related Transactions.

The Company's  President,  Kevin B. Halter,  Jr., has agreed to provide funds to
the  Company  sufficient  to cover  the  Company  expenses  relating  to its SEC
periodic reporting and other minor corporate expenses.

Item 13.  Exhibits and Reports on Form 8-K.

Exhibits

                  None.

Reports on Form 8-K

No Current Report on Form 8-K was filed during the year ended December 31, 1998.
The  Company  intends  to file a Current  Report on Form 8-K with  respect  to a
change in the Company's independent auditor in the near future.




                                                                               8

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: September 23, 1999

Goung Hei Investment Co., Ltd.



By:  /s/ Kevin B. Halter, Jr.
-----------------------------
         Kevin B. Halter, Jr.
         President



In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.





/s/ Kevin B. Halter, Jr.                        September 23, 1999
    ---------------------
    Kevin B. Halter, Jr.
    President and Director


/s/ Kevin B. Halter                             September 23, 1999
    ----------------------
    Kevin B. Halter
    Vice President and Director

Supplemental  Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers.

         As of the date of this Annual Report  on Form 10-KSB, no  annual report
or proxy  material  has been sent to  security  holders  of the  Company.  It is
anticipated  that an annual  report  and proxy  material  will be  furnished  to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.



<PAGE>



                                    GOUNG HEI
                              INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)

                              Financial Statements
                                       and
                                Auditor's Report





                        December 31, 1998, 1997 and 1996




                               S. W. HATFIELD, CPA
                          certified public accountants

                      Use our past to assist your future sm


<PAGE>

<TABLE>
<CAPTION>


                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)

                                    CONTENTS



                                                                                           Page
                                                                                           ----
<S>                                                                                         <C>

Report of Independent Certified Public Accountants                                          F-3

Financial Statements

   Balance Sheets as of December 31, 1998, 1997 and 1996                                    F-4

   Statements of Operations
     for the years ended  December  31,  1998,  1997 and 1996 and for the period
     from October 12, 1988 (date of inception)
     through December 31, 1998                                                              F-5

   Statement of Changes in Shareholders' Equity
     for the period October 12, 1989 (date of inception)
     to December 31, 1998                                                                   F-6

   Statements of Cash Flows
     for the years ended  December  31,  1998,  1997 and 1996 and for the period
     from October 12, 1988 (date of inception)
     through December 31, 1998                                                              F-8

   Notes to Financial Statements                                                            F-9

</TABLE>



                                                                             F-2

<PAGE>


S. W. HATFIELD, CPA
certified public accountants

Member:    American Institute of Certified Public Accountants
               SEC Practice Section
               Information Technology Section
           Texas Society of Certified Public Accountants


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors and Shareholders
Goung Hei Investment Co., Ltd.
   (formerly Potentialistics, Inc.)

We have audited the  accompanying  balance sheets of Goung Hei  Investment  Co.,
Ltd. (formerly Potentialistics,  Inc.) (a Delaware corporation and a development
stage  enterprise)  as of  December  31,  1998,  1997 and  1996 and the  related
statements of  operations,  changes in  shareholders'  equity and cash flows for
each of the years  then  ended and for the  period  October  12,  1988  (date of
inception)  through  December  31,  1998.  These  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Goung Hei Investment Co., Inc.
(formerly Potentialistics, Inc.) (a development stage enterprise) as of December
31, 1998,  1997 and 1996,  and the results of its  operations and its cash flows
for each of the years then ended and for the period  October  12,  1988 (date of
inception)  through  December 31, 1998, in conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note A to the
financial statements,  the Company is dependent upon its majority shareholder to
maintain the corporate  status of the Company and to provide all nominal working
capital  support  on the  Company's  behalf.  Because of the  Company's  lack of
operating  assets,   its  continuance  is  fully  dependent  upon  the  majority
shareholder's  continuing  support.  This situation  raises a substantial  doubt
about the  Company's  ability  to  continue  as a going  concern.  The  majority
shareholder  intends to continue  the funding of nominal  necessary  expenses to
sustain  the  corporate  entity.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.



                                                           S. W. HATFIELD, CPA
Dallas, Texas
September 8, 1999

                      Use our past to assist your future sm

P. O. Box 820395                               9002 Green Oaks Circle, 2nd Floor
Dallas, Texas  75382-0395                               Dallas, Texas 75243-7212
214-342-9635 (voice)                                          (fax) 214-342-9601
800-244-0639                                                      SWHCPA@aol.com
                                       F-3

<PAGE>

<TABLE>
<CAPTION>


                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                                 BALANCE SHEETS
                        December 31, 1998, 1997 and 1996



                                                              1998        1997        1996
                                                             -------    -------    -------
<S>                                                          <C>        <C>        <C>

ASSETS
   Cash in bank                                              $  --      $  --      $  --
   Organization costs, net of accumulated
   amortization of approximately $133,
   respectively                                                 --         --         --
                                                             -------    -------    -------

TOTAL ASSETS                                                 $  --      $  --      $  --
                                                             =======    =======    =======


LIABILITIES                                                  $  --      $  --      $  --
                                                             -------    -------    -------


SHAREHOLDERS' EQUITY
   Preferred stock - $0.00001 par value
     10,000,000 shares authorized; none
     issued and outstanding                                     --         --         --
   Common stock - $0.00001 par value
     50,000,000 shares authorized
     1,693,163, respectively                                      17         17         17
   Additional paid-in capital                                  5,270      5,270      5,270
   Deficit accumulated during
     the development stage                                    (5,287)    (5,287)    (5,287)
                                                             -------    -------    -------

       Total shareholders' equity                               --         --         --
                                                             -------    -------    -------

TOTAL LIABILITIES AND
   SHAREHOLDERS' EQUITY                                      $  --      $  --      $  --
                                                             =======    =======    =======
</TABLE>


The accompanying notes are an integral part of these financial statements.

                                                                             F-4

<PAGE>

<TABLE>
<CAPTION>


                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
                  Years ended December 31, 1998, 1997 and 1996
               and the period October 12, 1988 (date of inception)
                            through December 31, 1998

                                                                                 Period from
                                                                               October 12, 1988
                                                                               (date of inception)
                                         Year ended   Year ended   Year ended       through
                                        December 31, December 31, December 31,  December 31,
                                            1998         1997          1996          1998
                                        ----------   ----------   -----------    -----------
<S>                                     <C>          <C>          <C>            <C>


REVENUES                                $     --     $     --     $      --      $      --
                                        ----------   ----------   -----------    -----------

EXPENSES
   Rent and management fees                   --           --            --            1,100
   Other expenses                             --           --           2,343          4,054
   Amortization of
     organization costs                       --           --            --              133
                                        ----------   ----------   -----------    -----------

     Total expenses                           --           --           2,343          5,287
                                        ----------   ----------   -----------    -----------

NET LOSS                                      --           --            --             --

OTHER
   COMPREHENSIVE INCOME                       --           --            --             --
                                        ----------   ----------   -----------    -----------

COMPREHENSIVE INCOME                    $     --     $     --     $    (2,343)   $    (5,287)
                                        ==========   ==========   ===========    ===========


Loss per weighted-average
   share of common stock
   outstanding, computed on
   Net Loss - basic and fully diluted          nil          nil           nil            nil
                                              ====          ===           ===            ===

Weighted-average number
   of shares of common
   stock outstanding                     1,693,163    1,693,163     1,682,345      1,675,533
                                        ==========   ==========   ===========    ===========

</TABLE>


The accompanying notes are an integral part of these financial statements.
                                                                             F-5

<PAGE>


<TABLE>
<CAPTION>

                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  Years ended December 31, 1998, 1997 and 1996
               and the period October 12, 1988 (date of inception)
                            through December 31, 1998

                                                                                Deficit
                                                                               accumulated
                                                                 Additional    during the
                                         Common Stock            paid-in       development
                                    Shares           Amount      capital        stage           Total
                                  -----------    -----------    -----------   -----------    -----------
<S>                                <C>           <C>            <C>           <C>            <C>

Issuance of stock at formation     25,000,000    $       250    $      --     $      --      $       250

Effect of 15 for 1 reverse
   stock split on June 7, 1996,
   including rounding of
   fractional shares              (23,330,487)          (233)           233          --             --
                                  -----------    -----------    -----------   -----------    -----------

Balance at formation,
   restated                         1,669,513             17            233          --              250

Capital contributed to
  support development                    --             --              600          --              600

Net loss for the period                  --             --             --            (606)          (606)
                                  -----------    -----------    -----------   -----------    -----------

Balances at
  December 31, 1988                 1,669,513             17            833          (606)           244

Issuance of common stock
   for cash to support
   development                            221           --            2,082          --            2,082

Net loss for the year                    --             --             --            (569)          (569)
                                  -----------    -----------    -----------   -----------    -----------

Balances at
  December 31, 1989                 1,669,734             17          2,915        (1,175)         1,757

Capital contributed to
  support development                    --             --               12          --               12

Net loss for the year                    --             --             --          (1,697)        (1,697)
                                  -----------    -----------    -----------   -----------    -----------

Balances at
  December 31, 1990                 1,669,734             17          2,927        (2,872)            72

Net loss for the year                    --             --             --             (28)           (28)
                                  -----------    -----------    -----------   -----------    -----------

Balances at
  December 31, 1991                 1,669,734    $        17    $     2,927   $    (2,900)   $        44
                                  ===========    ===========    ===========   ===========    ===========
</TABLE>

                                  - Continued -

The accompanying notes are an integral part of these financial statements.
                                                                             F-6

<PAGE>


<TABLE>
<CAPTION>

                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
            STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY - CONTINUED
                  Years ended December 31, 1998, 1997 and 1996
               and the period October 12, 1988 (date of inception)
                            through December 31, 1997

                                                                  Deficit
                                                                 accumulated
                                                     Additional   during the
                                 Common Stock          paid-in   development
                               Shares       Amount     capital     stage        Total
                             ---------   ---------   ---------   ---------    ---------
<S>                          <C>         <C>         <C>         <C>          <C>

Balances at
  December 31, 1991          1,669,734   $      17   $   2,927   $  (2,900)   $      44

Net loss for the year             --          --          --           (28)         (28)
                             ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1992         1,669,734          17       2,927      (2,928)          16

Net loss for the year             --          --          --           (16)         (16)
                             ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1993         1,669,734          17       2,927      (2,944)        --

Net loss for the year             --          --          --          --           --
                             ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1994         1,669,734          17       2,927      (2,944)        --

Net loss for the year             --          --          --          --           --
                             ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1995         1,669,734          17       2,927      (2,944)        --

Common stock issued for
   reorganization expenses      23,429        --         2,343        --          2,343

Net loss for the year             --          --          --        (2,343)      (2,343)
                             ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1996         1,693,163          17       5,270      (5,287)        --

Net loss for the year             --          --          --          --           --
                             ---------   ---------   ---------   ---------    ---------

Balances at
   December 31, 1997         1,693,163          17       5,270      (5,287)        --

Net loss for the year             --          --          --          --           --
                             ---------   ---------   ---------   ---------    ---------

Balances at
  December 31, 1998          1,693,163   $      17   $   5,270   $  (5,287)   $    --
                             =========   =========   =========   =========    =========


</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-7

<PAGE>

<TABLE>
<CAPTION>


                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                            STATEMENTS OF CASH FLOWS
                  Years ended December 31, 1998, 1997 and 1996
               and the period October 12, 1988 (date of inception)
                            through December 31, 1998

                                                                                Period from
                                                                              October 12, 1988
                                                                              (date of inception)
                                         Year ended   Year ended   Year ended   through
                                        December 31, December 31, December 31, December 31,
                                            1997         1996          1995      1997
                                        ------------ ------------ ------------ ------------
<S>                                     <C>          <C>          <C>          <C>

CASH FLOWS FROM
   OPERATING ACTIVITIES
     Net loss for the period            $     --     $     --     $   (2,343)  $(5,287)
     Adjustments to reconcile
       net loss to net cash
       provided by operating
       activities
         Common stock issued for
           reorganization expenses            --           --          2,343     2,343
         Payment of
           organization costs                 --           --           --        (133)
         Amortization of
           organization costs                 --           --           --         133
                                        ----------   ----------   ----------   -------

Net cash used in operating activities         --           --           --      (2,944)
                                        ----------   ----------   ----------   -------


CASH FLOWS FROM
   INVESTING ACTIVITIES                       --           --           --        --
                                        ----------   ----------   ----------   -------


CASH FLOWS FROM
   FINANCING ACTIVITIES
     Initial sale of common stock             --           --           --         250
     Capital contributed to
       support development                    --           --           --       2,694
                                        ----------   ----------   ----------   -------

Net cash used in financing activities         --           --           --       2,944
                                        ----------   ----------   ----------   -------

DECREASE IN CASH                              --           --           --        --

Cash at beginning of period                   --           --           --        --
                                        ----------   ----------   ----------   -------

Cash at end of period                   $     --     $     --     $     --     $  --
                                        ==========   ==========   ==========   =======

SUPPLEMENTAL DISCLOSURE OF
   INTEREST AND INCOME TAXES PAID
     Interest paid for the period       $     --     $     --     $     --     $  --
                                        ==========   ==========   ==========   =======
     Income taxes paid for the period   $     --     $     --     $     --     $  --
                                        ==========   ==========   ==========   =======

</TABLE>

The accompanying notes are an integral part of these financial statements.
                                                                             F-8

<PAGE>



                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)

                          NOTES TO FINANCIAL STATEMENTS



NOTE A - ORGANIZATION AND DESCRIPTION OF BUSINESS

Potentialistics,  Inc. (Company) was incorporated on October 12, 1988, under the
laws of the State of Delaware,  as a  wholly-owned  subsidiary of Texas American
Group,  Inc.,  a  publicly-owned  corporation  (TAG).  TAG caused the Company to
register  1,585,733  shares of its  initial  25,000,000  issued and  outstanding
shares of common stock with the Securities and Exchange Commission on Form S-18.
TAG then distributed the registered shares to TAG shareholders.  The Company has
had no  substantial  operations  or  substantial  assets  since  inception.  The
business purpose of the Company is to seek out and obtain a merger,  acquisition
or outright sale transaction whereby the Company's shareholders will benefit.

In June 1996,  the Company  changed its corporate  name to Goung Hei  Investment
Co., Ltd. in  anticipation  of a acquisition of a construction  company based in
Taiwan. This transaction was never consummated.

The  Company's  majority  shareholder  has  continued to maintain the  corporate
status of the Company and provides all nominal  working  capital  support on the
Company's  behalf.  Because  of the  Company's  lack of  operating  assets,  its
continuance  is fully  dependent  upon  the  majority  shareholder's  continuing
support.  The  majority  shareholder  intends to continue the funding of nominal
necessary expenses to sustain the corporate entity.

The Company is considered in the  development  stage and, as such, has generated
no significant  operating revenues and has incurred cumulative  operating losses
of approximately $5,300.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.


NOTE B- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.   Cash and cash equivalents

     The Company considers all cash on hand and in banks,  including accounts in
     book overdraft  positions,  certificates of deposit and other highly-liquid
     investments with maturities of three months or less, when purchased,  to be
     cash and cash equivalents.

2.   Organization costs

     Organization costs were amortized using the straight-line basis over a five
     year period.

3.   Income taxes

     The Company files its own separate  federal income tax return.  The Company
     has no net  operating  loss  carryforwards  available  to offset  financial
     statement or tax return taxable income in future periods.


                                                                             F-9

<PAGE>


                         GOUNG HEI INVESTMENT CO., LTD.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED



NOTE B- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

4.   Loss per share

     Basic  earnings  (loss) per share is computed  by  dividing  the net income
     (loss) by the weighted-average  number of shares of common stock and common
     stock  equivalents  (primarily  outstanding  options and warrants).  Common
     stock equivalents  represent the dilutive effect of the assumed exercise of
     the  outstanding  stock  options and  warrants,  using the  treasury  stock
     method.  The calculation of fully diluted earnings (loss) per share assumes
     the dilutive effect of the exercise of outstanding  options and warrants at
     either the  beginning  of the  respective  period  presented or the date of
     issuance, whichever is later. As of June 30, 1999 and 1998, the Company has
     no outstanding warrants and options issued and outstanding.


NOTE C - RELATED PARTY TRANSACTIONS

For the period October 12, 1988 (date of inception)  through  December 31, 1989,
TAG provided  office space and management  services to the Company for a monthly
fee. Total expenses under this arrangement  aggregated $1,100 for the cumulative
period.


NOTE D - COMMON STOCK TRANSACTIONS

On June 7, 1996, the Company's Board of Directors approved a one (1) for fifteen
(15) reverse stock split in anticipation of a merger  transaction  which did not
consummate. The effect of this action is reflected in the accompanying financial
statements as of the first day of the first period presented.

In September  1989, the Company issued 221 reverse split shares of the Company's
restricted,  unregistered  common stock to its majority  shareholder for cash of
approximately  $2,082.  The  proceeds  were used to  support  general  corporate
expenses.

In June 1996,  the Company  issued 23,429  reverse split shares of the Company's
restricted,  unregistered common stock to it's majority shareholder for payments
made on the  Company's  behalf,  valued at  approximately  $2,300,  for  various
charges and fees related to the then proposed merger  transaction  which was not
consummated.