UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 10-QSB

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


(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, 1999

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

         For the transition period from ______________ to _____________

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


                       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)


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

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 X NO

State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date: October 15, 1999: 2,286,649

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, 1999

                                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, 1999 and 1998

                                   (Unaudited)

                                                             1999       1998
                                                            --------   --------
                                     ASSETS
Current Assets
   Cash on hand and in bank                                 $   --     $   --
   Organizational costs, net                                    --         --
                                                            --------   --------

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


                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
   Due to controlling shareholder                           $  2,720   $   --
                                                            --------   --------

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
      2,286,649 and 1,693,163 issued
      and outstanding, respectively                               23         17
   Additional paid-in capital                                 56,076      5,270
   Deficit accumulated during the development stage          (58,819)    (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, 1999 and 1998

                                   (Unaudited)

                                             Nine months  Nine months   Three months   Three months
                                                ended        ended          ended          ended
                                            September 30, September 30, September 30,  September 30,
                                                1999          1998          1999           1998
                                            -----------    ----------   -----------    -----------
<S>                                         <C>            <C>          <C>            <C>


Revenues                                    $      --      $     --     $      --      $      --
                                            -----------    ----------   -----------    -----------

Expenses
   Reorganization and settlement expenses        53,532          --          53,532           --
   General and administrative expenses             --            --            --             --
   Depreciation and amortization                   --            --            --             --
                                            -----------    ----------   -----------    -----------

      Total expenses                             53,532          --          53,532           --
                                            -----------    ----------   -----------    -----------

Net Loss                                        (53,532)         --         (53,532)          --

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

Comprehensive Income                        $   (53,532)   $     --     $   (53,532)   $      --
                                            ===========    ==========   ===========    ===========

Loss per weighted-average share of
   common stock outstanding,
   computed on Net Loss - basic
   and fully diluted                        $     (0.03)   nil          $     (0.03)           nil
                                            ===========    ==========   ===========    ===========

Weighted-average number of shares
   of common stock outstanding                1,727,946     1,693,163     1,796,378      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, 1999 and 1998

                                   (Unaudited)

                                                             Nine months     Nine months
                                                                 ended           ended
                                                             September 30,   September 30,
                                                                 1999            1998
                                                             -------------   -------------
<S>                                                          <C>              <C>

Cash Flows from Operating Activities
   Net Loss                                                  $(53,532)        $     --
   Adjustments to reconcile net income to net cash
      provided by operating activities
         Common stock issued for reorganization
            and settlement  expenses                           50,812               --
         Increase in due to majority shareholder                2,720               --
                                                             --------         ----------

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

Goung Hei Investment Co., Ltd.  (Company) was  incorporated on October 12, 1988,
as  Potentialistics,  Inc.,  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 $59,000.

During interim periods, the Company follows the accounting policies set forth in
its Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934 on Form 10-KSB filed with the  Securities and Exchange  Commission.  The
accompanying  financial  statements do not include all  disclosures  required by
generally  accepted  accounting  principles.   Users  of  financial  information
provided for interim  periods should refer to the annual  financial  information
and footnotes  contained in its Annual Report Pursuant to Section 13 or 15(d) of
The  Securities  Exchange Act of 1934 on Form 10-KSB when  reviewing the interim
financial results presented herein.

In the opinion of management,  the accompanying  interim  financial  statements,
prepared in accordance with the instructions for Form 10-QSB,  are unaudited and
contain  all  material   adjustments,   consisting  only  of  normal   recurring
adjustments  necessary to present  fairly the  financial  condition,  results of
operations  and cash flows of the Company  for the  respective  interim  periods
presented.  The  current  period  results  of  operations  are  not  necessarily
indicative of results which ultimately will be reported for the full fiscal year
ending December 31, 1999.

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.



                                                                               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

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.

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, 1999 and 1998,  the
      Company has no outstanding warrants and options issued and outstanding.


Note C - Common Stock Transactions

On  September  30,  1999,  the Company  issued an  aggregate  593,486  shares of
unregistered,  restricted  common stock in  connection  with the  settlement  of
certain  previously  unknown oral  obligations  incurred during the negotiations
held in anticipation of a acquisition of a construction company based in Taiwan.
This acquisition  transaction was never  consummated.  Approximately  175,200 of
these shares were concurrently  transferred  between unrelated third parties for
approximately $15,000 cash. Accordingly,  this settlement transaction was valued
at approximately $50,872 (or $0.085616 per share).










                                                                               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.





                                                                               8

<PAGE>



Part II - Other Information

Item 1 - Legal Proceedings

       None

Item 2 - Changes in Securities

       On September 30, 1999, the Company issued 175,200 shares of unregistered,
       restricted  common  stock to Mr.  Jin G.  Yeng Wu and  418,286  shares of
       unregistered,  restricted  common stock to Mr. Mao-Tse Yang in connection
       with the  settlement  of  certain  previously  unknown  oral  obligations
       incurred during the negotiations held in anticipation of a acquisition of
       a construction company based in Taiwan. This acquisition  transaction was
       never   consummated.   Approximately   175,200  of  these   shares   were
       concurrently    transferred   between   unrelated   third   parties   for
       approximately $15,000 cash. Accordingly,  this settlement transaction was
       valued at approximately $50,872 (or $0.085616 per share).

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

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


                                   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.


October    15   , 1999                            /s/ Kevin B. Halter, Jr.
        --------                                  ------------------------------
                                                            Kevin B. Halter, Jr.
                                                          President and Director





                                                                               9