UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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(Mark one)
   XX         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
----------    EXCHANGE ACT OF 1934

                      For the quarterly period ended September 30, 1998

----------    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF
              1934

                      For the transition period from ____________ to ___________

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                       Commission File Number: 33-27439FW

                         Goung Hei Investment Co., Ltd.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                             75-2254391
  ------------------------                              ------------------------
  (State of incorporation)                              (IRS Employer ID Number)

                16910 Dallas Parkway, Suite 100, Dallas TX 75248
                ------------------------------------------------
                    (Address of principal executive offices)

                                 (972) 248-1922
                                 --------------
                           (Issuer's telephone number)


(Former  name,  former  address and former  fiscal year,  if changed  since last
report)


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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
                                                                  ---    ---

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: September 9, 1999: 1,693,163
                                          ----------------------------

Transitional Small Business Disclosure Format (check one):    YES     NO  X
                                                                  ---    ---


<PAGE>



                         Goung Hei Investment Co., Ltd.

              Form 10-QSB for the Quarter ended September 30, 1998

                                Table of Contents


                                                                        Page
                                                                        ----
Part I - Financial Information

  Item 1   Financial Statements                                           3

  Item 2   Management's Discussion and Analysis or Plan of Operation      8


Part II - Other Information

  Item 1   Legal Proceedings                                              9

  Item 2   Changes in Securities                                          9

  Item 3   Defaults Upon Senior Securities                                9

  Item 4   Submission of Matters to a Vote of Security Holders            9

  Item 5   Other Information                                              9

  Item 6   Exhibits and Reports on Form 8-K                               9


Signatures                                                                9













                                                                               2

<PAGE>



Part 1 - Item 1 - Financial Statements

                         Goung Hei Investment Co., Ltd.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                                 Balance Sheets
                           September 30, 1998 and 1997

                                   (Unaudited)

                                                              1998       1997
                                                             -------    -------
                                     ASSETS
                                     ------
Current Assets
   Cash on hand and in bank                                  $    --    $    --
   Organizational costs, net                                      --         --
                                                             -------    -------

Total Assets                                                 $    --    $    --
                                                             =======    =======


                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Current Liabilities                                          $    --    $    --
                                                             -------    -------

Commitments and Contingencies

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 issued and outstanding, respectively              17         17
   Additional paid-in capital                                  5,270      5,270
   Deficit accumulated during the development stage           (5,287)    (5,287)
                                                             -------    -------
      Total shareholders' equity                                  --         --
                                                             -------    -------

Total Liabilities and Shareholders' Equity                   $    --    $    --
                                                             =======    =======








The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent certified public accountants.
                                                                               3

<PAGE>

<TABLE>

<CAPTION>

                         Goung Hei Investment Co., Ltd.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                Statements of Operations and Comprehensive Income
             Nine and Three months ended September 30, 1998 and 1997

                                   (Unaudited)

                                      Nine months    Nine months   Three months   Three months
                                         ended          ended          ended          ended
                                     September 30,  September 30,  September 30,  September 30,
                                           1998           1997           1998           1997
                                     -------------  -------------  -------------  -------------
<S>                                  <C>            <C>            <C>            <C>
Revenues                             $          --  $          --  $          --  $          --
                                     -------------  -------------  -------------  -------------

Expenses
   General and administrative                   --             --             --             --
   Depreciation and amortization                --             --             --             --
                                     -------------  -------------  -------------  -------------

      Total expenses                            --             --             --             --
                                     -------------  -------------  -------------  -------------

Net Loss                                        --             --             --             --

Other comprehensive income                      --             --             --             --
                                     -------------  -------------  -------------  -------------

Comprehensive Income                 $          --  $          --  $          --  $          --
                                     =============  =============  =============  =============

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      1,693,163      1,693,163
                                     =============  =============  =============  =============





</TABLE>



The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent certified public accountants.
                                                                               4

<PAGE>

<TABLE>

<CAPTION>

                         Goung Hei Investment Co., Ltd.
                        (formerly Potentialistics, Inc.)
                        (a development stage enterprise)
                            Statements of Cash Flows
                  Nine months ended September 30, 1998 and 1997

                                   (Unaudited)

                                                              Nine months    Nine months
                                                                 ended          ended
                                                             September 30,  September 30,
                                                                   1998           1997
                                                             -------------  -------------
<S>                                                          <C>            <C>
Cash Flows from Operating Activities
   Net Loss                                                  $          --  $          --
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Common stock issued for reorganization expenses                --             --
         Depreciation and amortization                                  --             --
                                                             -------------  -------------

Net cash provided by (used in) operating activities                     --             --
                                                             -------------  -------------

Cash Flows from Investing Activities                                    --             --
                                                             -------------  -------------

Cash Flows from Financing Activities                                    --             --
                                                             -------------  -------------

Increase (Decrease) in Cash and Cash Equivalents                        --             --

Cash and cash equivalents at beginning of period                        --             --
                                                             -------------  -------------

Cash and cash equivalents at end of period                   $          --  $          --
                                                             =============  =============

Supplemental Disclosures of Interest and Income Taxes Paid

   Interest paid during the period                           $          --  $          --
                                                             =============  =============
   Income taxes paid (refunded)                              $          --  $          --
                                                             =============  =============



</TABLE>


The accompanying notes are an integral part of these financial  statements.  The
financial  information  presented herein has been prepared by management without
audit by independent certified public accountants.
                                                                               5

<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 $2,900.

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.


                                                                               6

<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  September  30, 1998 and 1997,  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.




                (Remainder of this page left blank intentionally)





                                                                               7

<PAGE>



Part I - Item 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

(1)    Caution Regarding Forward-Looking Information

This  quarterly   report  contains   certain   forward-looking   statements  and
information relating to the Company that are based on the beliefs of the Company
or management as well as assumptions made by and information currently available
to  the  Company  or  management.   When  used  in  this  document,   the  words
"anticipate,"   "believe,"   "estimate,"   "expect"  and  "intend"  and  similar
expressions,  as they relate to the Company or its  management,  are intended to
identify forward-looking statements. Such statements reflect the current view of
the  Company   regarding  future  events  and  are  subject  to  certain  risks,
uncertainties  and  assumptions,  including the risks and  uncertainties  noted.
Should  one or more of  these  risks or  uncertainties  materialize,  or  should
underlying assumptions prove incorrect,  actual results may vary materially from
those  described  herein  as  anticipated,   believed,  estimated,  expected  or
intended. In each instance,  forward-looking information should be considered in
light of the accompanying meaningful cautionary statements herein.

(2)    General comments

In June 1996,  the Company,  concurrent  with a change in control,  attempted to
acquire   Qualyserve   Construction   Co.,  Ltd.,  a  privately   owned  company
incorporated and domiciled in Taiwan, Republic of China. As the Company was then
delinquent in filing  periodic  reports with the U. S.  Securities  and Exchange
Commission, the Company filed a Form 10, and subsequent amendments,  with the U.
S. Securities and Exchange  Commission.  This acquisition was never  consummated
and, accordingly, the information reported in the 1996 Form 10 was premature and
erroneously filed.

(3)    Results of Operations, Liquidity and Capital Resources

As of the  date of  this  filing,  the  Company  has no  operations,  assets  or
liabilities.  Accordingly,  the  Company is  dependent  upon  management  and/or
significant  shareholders to provide  sufficient working capital to preserve the
integrity of the  corporate  entity at this time. It is the intent of management
and significant  shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.

The Company is currently seeking a suitable merger or acquisition candidate.

(3)    Year 2000 Considerations

The Year 2000 (Y2K) date change is believed to affect  virtually  all  computers
and  organizations.  The Company has  undertaken a  comprehensive  review of its
information  systems,  including  personal  computers,  software and  peripheral
devices,  and its  general  communications  systems.  The  Company has no direct
electronic  links with any  customer or supplier.  In addition,  the Company has
held discussions with certain of its software  suppliers with respect to the Y2K
date change.  The Company has  completed its detailed  review,  as a preliminary
assessment and the Company believes, as of the date of this filing, that it will
not be  required  to modify or  replace  significant  portions  of its  computer
hardware or software and any such modifications or replacements are, or will be,
readily available. The Company has no known direct Y2K exposures and anticipates
that any costs associated with the Y2K date change compliance to have a material
effect on its financial  position or its results of operations.  There can be no
assurance until January 1, 2000, however, that all of the Company's systems, and
the systems of its suppliers,  shippers,  customers or other  external  business
partners will function adequately.



                (Remainder of this page left blank intentionally)

                                                                               8

<PAGE>



Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       None

Item 3 - Defaults on Senior Securities

       None

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

       The Company has held no regularly  scheduled,  called or special meetings
       of shareholders during the reporting period.

Item 5 - Other Information

       None

Item 6 - Exhibits and Reports on Form 8-K

       Exhibit 27 - Financial Data Schedule
       Reports on Form 8-K - None

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                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                  Goung Hei Investment Co., Ltd.


September 10, 1999                                 /s/ Kevin B. Halter, Jr.
         ----                                     ------------------------------
                                                       Kevin B. Halter, Jr.
                                                       President and Director















                                                                               9