SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest
event reported):
August 9, 2000
Temple Summit Financial Projects, Inc
(Exact name of registrant as specified in its charter)
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NEVADA 000-30553 88-0325524
(State or Other Jurisdiction of (File Number) (I.R.S. Employer Incorporation
or Organization) Identification No.)
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Room 510, DSP Building,17 Zhongguancun Road, Beijing, China, 100080
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (0118610)62547647
Temple Summit Financial Projects, Inc
223 East FM 1382, Suite 12720, Cedar Hill, Texas 75104
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
Upon effectiveness of the Acquisition, pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange Commission, Beijing
Wintech Science and Technology Corporation became the wholly owned subsidiary of
Temple Summit Financial Projects, Inc. for reporting purposes under the
Securities Exchange Act of 1934 (the "Act") and elects to report under the Act
effective July 25, 2000.
On July 25, 2000, the Company entered into an Agreement and Plan of
Reorganization with Beijing Wintech Science and Technology Corp. (Beijing
Winting Keji Youxian Gongsi), a Chinese corporation (hereafter "WINTECH"), under
the terms of which WINTECH will gain control of the Company.
Pursuant to the Agreement and Plan of Reorganization, the Company
acquired 100% of the issued and outstanding shares of WINTECH in exchange for
12,000,000 shares of the Company's authorized, but unissued, common stock. As
described in more detail in Item 2 herein, WINTECH is engaged in the business of
developing, producing and marketing of Digital Signal Processing (DSP) products.
The business of WINTECH will become the business of the Company.
The Agreement and Plan of Reorganization provides that the 12,000,000
shares issued as part of this transaction will be delivered to WINTECH at a
closing. At this point, the closing has taken place and control of the Company
has been effectively transferred to WINTECH.
WINTECH's shareholders have delivered 100% of the issued and
outstanding shares of WINTECH to the Company at the Closing.
At the Closing, the Company delivered a signed consent or minutes of
its Board of Directors and a Majority Consent of its shareholders, approving and
authorizing the Agreement and Plan of Reorganization. WINTECH also delivered a
signed consent of minutes of its Board of Directors approving and authorizing
the Agreement and Plan of Reorganization at the Closing.
Under the terms of the Agreement and Plan of Reorganization, at the
Closing the Company's Board of Directors elected five new directors, as named by
the shareholders of WINTECH, to act as the officers and directors of the
Company. The Company's current sole director resigned at the Closing.
A unanimous vote of the Board of Directors approved the following items:
(1) To change the name of the corporation to Biejing Wintech Science and
Development Technology Corporation as soon as practicable.
(2) To change the auditors for the company to Delloite and Touche.
(3) To change the trading symbol to reflect the new corporate name as soon as
praticable.
Item 2. Acquisition or Disposition of Assets.
The following is a description of the business of the corporation
acquired pursuant to the Agreement and Plan of Reorganization described in Item
1 above.
Business Description
Background Information
DSP is the abbreviation of Digital Signal Processing. DSP is the core
technology in the digital age. Its role is equivalent to the role of the CPU
technology in PC era. DSP technology will be widely used in the fields of
networking, telecommunication, artificial intelligence and digital appliances,
etc. The average annual growth rate of the Chinese DSP market has been 30%.
According to the projection of Dataquest, a market research company, the global
DSP market will reach $50 billion in the year 2007. DSP technology consists of
DSP IC (Integrated Circuit), DSP Solution, DSP Service, and DSP Tools. Wintech
develops DSP Solution, DSP Service, and related DSP tools on DSP IC. According
to the company's analysis on the percentage of DSP IC in the end products such
as cellular phones and Modems, DSP IC constitutes 40% of the DSP market, while
DSP solutions, DSP Services, and DSP Tools constitutes 60% of that market.
According to the company's analysis, Chinese DSP market has enormous
potential. The total market capacity of the DSP Solutions, DSP Services, and DSP
Tools is over 25 billion Yuan. Because of the rapid development of the Chinese
market, the annual growth rate of the DSP market will exceed 100% in next three
years.
The founders of Wintech have more than ten years of experience in the DSP and
Telecommunication fields. They are experienced in technology development,
marketing, and management. In particular, they have profound understanding of
DSP related business and technology. Mr. Yonghong Dong, one of the major
founders, is graduated from the School of Electronic Engineering, Peking
University. He worked for Beijing Communication Technology Research Institute,
researching DSP and developing DSP products. During that period, he was in
charge of the DSP design in a major national communication system. He was highly
appraised for his exceptional performance. Under Mr. Dong's leadership, Wintech
has formed a team of DSP experts, and a team of business and marketing managers.
Wintech's development team includes 4 senior ranking engineers and 16
mid-ranking engineers. (These are prestigious ranking awarded by government
institutions, not by individual companies.) It's consultant team includes senior
professors specialized in DSP area from Tsinghua University and Beijing (Peking)
University. It is the management's firm believe that Wintech will become the
largest DSP enterprise in China.
Company Business
Wintech's business focuses mainly on the following three areas: DSP Solution,
DSP Service, and DSP Tools.
DSP Solution
The company emphasize on developing DSP solutions in network,
telecommunication and general purpose Platforms.
Network
The company is developing ADSL solutions. ADSL is a technology that uses
surplus frequency on existing copper telephone lines to provide high speed data
transfer between phone company and its users without affecting normal telephone
communication. ADSL can reach a maximum speed of 8 Mbps on traditional telephone
lines. In consideration of the actual variation of the channel qualities and
costs, ITU (International Telecommunication Union) has established the G.Lite
standard. The standard specifies that the ADSL down-load speed is 1.5 Mbps and
the up-load speed is 384 Kbps. ADSL products are classified into user-products
and server-products. The company will be focusing on the user-product first. It
will turn its attention to server-products once the user products are well
developed.
Unlike other ADSL manufactures which use specialized ADSL chip set provided
by semiconductor manufacturers, Wintech develops its ADSL solution on general
purpose DSP ICs. Wintech's strategy is based on following considerations:
A. Because of the rapid development of the network technology, sooner or
later, the current ITU G.Lite standard will be changed. Products that
developed on the general purpose DSP chips can be easily upgraded by
changing the algorithm in the chip.
B. ADSL is a wide-band Internet connection product. By using general
purpose DSP chips, ADSL and other audio, video signal processing
algorithms can be stored in the same DSP chip to integrate IP Phone and
VOD (Video On Demand) with ADSL without increasing cost. This approach
should greatly enhance the competitive advantage of the Wintech
products.
ADSL has enormous market potential in next few years. Widely used modems
today will soon be replaced by ADSL. Moreover, since the bandwidth of ADSL
connection is much larger than today's modem connection, many value-added
applications can be developed on ADSL. It's potential applications are only
limited by human imagination.
Telecommunication
Wintech develops two DSP based solutions: IP Phone and Software Radio.
(1) IP Phone
IP Phone is the technology that transfers compressed sound data over the
IP Network in real time. IP Network includes both the LAN (Local Area Network)
within a company and the widely used Internet. IP Phone products can be
classified into three levels: Home, Office, and Telecommunication. Wintech
positions its IP Phone products for office applications. In today's business
information infrastructure, there are two independent systems. One is the group
telephone network, and the other is the Local Area Network within the company.
Traditionally, two separate network wiring systems are installed. Such
installation not only brings high cost, but also is a source for causing chaos
in the company's internal communication system. Wintech's objective is to use IP
Phone technology to combine the two office networks, establish a unified call
center and information system within the company. To achieve this objective, the
company is developing the following two products:
A. IP LAN Phone. Using the network cable originally connected to a PC as
the input end. One output jack connects to the PC's network card, another output
jack connects to a standard telephone, and a third standard V.35 port will be
reserved to support N* 64 K data transfer. This port can be used to send IP
Video.
B. IP LAN Gateway. IP LAN Gateway is a gateway between the LAN inside a
company and the telephone networks outside of the company. It supports 4-8
incoming telephone lines. It is connected to the company's network HUB through a
RJ-45 jack.
With an IP LAN Gateway and any number of IP LAN Phones, the two traditional
networks within a company can be combined effectively. The internal phone calls
run through the company LAN. Calls to outside run through the IP LAN Gateway. If
the company's LAN is connected to the Internet, then Internet IP Phone calls can
be made from any IP LAN Phone.
Since the installation of IP LAN Phone and IP LAN Gateway effectively
combines the voice flow and the data flow, the combined information flow in the
LAN can be saved, transmitted and edited, which makes it easier for the company
to manage its business activities and increase the efficiency. In fact, this
system integrates all the functions of a CTI (Computer Telephony Integration)
system. A Web based call center can be easily established on this system.
(2) Software Radio
Software Radio is a programmable wireless communication signal processing
hardware platform. Using Software Radio technology, different communication
algorithms and protocols can be implemented on the same hardware platform. There
are two types of wireless communication equipment: mobile equipment (such as
cell phone) and stationary equipment (such as base station). Wintech is focused
on providing programmable hardware platforms for the stationary equipment.
Wintech's software radio hardware platform has the following features:
a) The modular has a extremely high computation speed-10000MIPS.
b). Using matrix DSP and pipeline technology so the modular has very high data
transfer speed.
c). The modular contains high capacity high-speed memory whose maximum capacity
is 128 Mb.
d). The modular adapts Compact PCI bus architecture. It can support hot swap.
e). The modular contains 4 build-in DDC (Digital Down Converter) .
f). The modular has multi T1/E1 port.
g). The modular supports different communication systems such as GSM, CDMA, WLL
and IMT2000.
DSP General Purpose Platform
The General Purpose Platforms developed by Wintech include general hardware
platform and general purpose algorithms.
(1) General Hardware Platform
General hardware platform is designed mainly for electronic engineers. It
provides high speed hardware module for DSP system integration projects;
provides hardware platform for DSP software engineers; and provides real time
testing environment for DSP algorithm developers. Wintech also provides DSP OEM
modular for relevant enterprises. According to industries, Wintech's DSP general
purpose platforms can be classified into the following categories:
For telecommunication applications, Wintech developed high-speed
communication signal processing PCI card. This card is a high-end multi-channel
communication platform. The card is equipped with a convenient software
programming port which makes the secondary development on the card easier.
The main features of the card are listed below:
A. The onboard 200M Hz TMS 320C6201 DSP Chip has a maximum speed of 1600 MIPS;
B. The PCI bus supports master/slave model;
C. An onboard 512 Kb, 133 MHz SBSRAM;
D. 32 Mb, 100 MHz SDRAM;
E. All DSP Memory can be accessed through PCI bus;
F. Enhanced MVIP-90 communication bus;
G. 384*384 channel exchange capability;
H. T1/E1 port;
I. Supports u law and A law coding;
J. Supports PCI plug & play.
This card is especially useful for DSP engineers to evaluate communication
algorithms and for CTI application development.
For the image processing applications, Wintech developed a high-speed real
time DSP hardware platform. Testing and evaluation for real time image
processing algorithms can be performed on this board. The features of the board
are listed as following:
A. Real time acquisition of NTSL/PAL video signal;
B. PCI port which supports master/slave model;
C. Onboard 166M TMS320C6701 Chip with the maximum speed of
10GFLOPS
D. Onboard 1 Mb SBSRAM;
E. 32 Mb of 100 MHz SDRAM;
F. All DSP Memory can be accessed through PCI bus;
G. Standard T1/E1 port;
H. Supports NTSL/PAL video output.
This board is especially useful for DSP engineers to do VCD, DVD Real time
Compression. It can also be used as hardware model for video conference. In
addition, it supports MPEG-1. MPEG-2. MPEG-4, H.320, wavelet conversion and
other image processing algorithms.
For the data acquisition applications, Wintech developed high-precision,
multi-channel, Synchronous Intelligent Data Acquiring Processing System. This
board is a PCI based intelligent 16 bit Collecting Processing System. It has
multiple secondary programming interface. The features are:
A. Four-Channel Synchronous Sampling. Four internal Sample/hold;
B. Maximum 200 KHZ sampling frequency;
C. Sampling precision of 16 bit;
D. Equipped with TMS320C31 Floating DSP Chip;
E. Equipped with 128 K*32 bit high-speed SRAM;
F. Equipped with 4 K*32 bit high-speed dual port SRAM;
G. PCI Port which support master/slave model;
H. Supports PCI plug & play.
Such board is suitable for engineers to do value-added development in the
fields of industrial monitoring and control, electronic instruments, vibration
analysis, etc.
Note that above are only three of the nearly 20 platforms developed by
Wintech.
(2) General Purpose Algorithm
Wintech has developed general purpose DSP algorithms based on
TMS 320 series, including:
A. FFT: 8-4096 points, supports complex and real mode;
B. Digital Filter:
FIR Filter
IIR Filter
Complex FIR
Cascade IIR
Hilbert FIR
Lattice FIR
C. Adaptive Filter: Dime, Nbims, and Ndlme;
D. Mathematical Function Library: Sine, Atan, Atan2, addition, subtraction,
multiplication, division, logarithm, square root, negative, maximum, minimum,
random number, and floating point format converter.
The above algorithms are programmed with DSP assembly language and are
packed as functions. They can be called by C Language.
DSP Tools
DSP Tools developed by Wintech are classified into two categories: DSP
emulation development system and DSP Experiment development system.
DSP Emulation Development System.
Wintech's DSP emulation development systems are divided into three
categories according to customer needs: PCI port model, EPP port model, ISA slot
model. Each category is further divided into sub-categories according to the
chip used: TMS320C2XX, TMS320C3X, TMS320C5X, TMS320C54x, TMS320C6X.
PCI Port Model: It is a high-speed plug & play device, and it is widely
used. It also has a good compatibility.
EPP Port Model: It can be directly connected with printer port without opening
the computer case. It is simple to install and can be connected with notebook
computer to make onsite adjustment.
ISA Slot Model: It enables users to use one piece of hardware to develop on all
the DSP chips from the TI (Taxes Instrument) without having to distinguish
between fixed point and floating point chips. Once you own Wintech's TMS320
series development system, all you need is just to purchase a DSP Series
software in order to develop the DSP chip in the corresponding series.
The debug software that comes with the hardware emulation system supports C
language source code debugging. Interrupt point can be easily set to track the
variables. Because of the adoption of the JTAG technology, debugging software
can transparently visit all the resources inside the DSP Chip.
DSP Experimental Development System
Based on PCI port model DSP emulation system, DSP experiment development
System is created by using virtual instrument method to add the functions of
oscillograph, spectrum analyzer, and wave generator. The system is also equipped
with a DSP learning and experimenting board. The system is mainly designed for
college laboratory classes. But it can also provide a comprehensive DSP
development platform for DSP engineers.
DSP Service and Electronic Engineering (EE) Web Sites
On one hand, the company will continue to provide DSP books in Chinese;
provide DSP engineer training; and help clients with DSP designing. On the other
hand, the company will focus on the development of the Chinese DSP web site. The
company's DSP sites will be extended to become the largest EE portal in China.
The web sites are positioned to provide the following services:
A. EE Information Searching Engine (EE Resource Center);
B. EE News Service (EE Information Center);
C. EE discussion groups and information exchange service (EE Club);
D. E-Commerce service for electronics industry, including electronics
parts, circuit board products, and electronics books (EE Super
Market). The company expect to attract a large number of users to its web
site through its EE Resource Center and EE Information Center which will
ensure the success of the E-Commerce business.
Market Analysis
Market Environment
Overview of the DSP Market in China
DSP, the core technology of the emerging digital age, has been widely used
in many areas. According to the projection of Dataquest, a market research firm,
the average annual growth rate of DSP will be 30% worldwide. In 1999, the global
market was approximately $6.2 billion. It will reach $50 billion in 2007.
Chinese DSP market is about 10% of the global market, which means the Chinese
DSP market should reach $5 billion in 2007. Of the entire DSP industry, DSP IC
accounts for 40% of the total market while DSP Solution, DSP Service and DSP
Tools account for the rest of 60%. Based on this estimation, the market that
Wintech is focused on, namely DSP Solution, DSP Service and DSP Tools, should
reach $3 billion in 2007.
Factors affecting the development of DSP in China
The potential Chinese DSP market is huge. But the following factors may
affect its development:
A. Lack of DSP Service
At present, DSP service is still an area yet to be established. Due to the
lack of channels to share information, many engineers and researchers repeat
research works that had been done elsewhere by others. That is a tremendous
waste of time and money. Wintech hopes that its DSP Service and EE web sites
will provide a way for engineers to share information so engineers can avoid
duplicating each other's work and more effectively work on technology
integration.
B. Lack of Funding
At this early stage of development, Chinese DSP industry is formed by a
group of private enterprises run by experts in this field. Their funding comes
from their own self-accumulated capitals. It is almost impossible for them to
get loans from state banks due to the current financial policy of the central
government.
Once China joins the WTO, foreign financial institutions will operate in
China, The privately-run DSP enterprises could seek loans from the outside
sources. This will pave the way for faster development for the entire DSP
industry.
Domestic Purchase Power
From customers' vantage point, any purchase of DSP Solution, DSP Service
and DSP Tools is an investment, which will bring added value to their own
services or products. As long as China's economics keeps growing, the purchasing
power for Wintech's products should keep growing.
DSP Solution Market and Competitive Analysis
In the DSP solution market, Wintech's main focus is on network,
telecommunication and general purpose platforms.
Network
A. Market Analysis
In the network area, Wintech is focusing on developing DSP solutions for
ADSL. ADSL is a new broad-band connection technology. ADSL can provide high
speed data transfer on existing copper telephone lines without affecting the
normal telephone communication. According to the latest ITU G. Lite standard,
the down-load speed of ADSL is 1.5Mbps, and the up-load speed is 384kbps. ADSL
products are classified into user-product and server-product.
The market size of ADSL user products can be derived from the market size of
56K (V.90) modem. According to the statistics of CNNIC (China Internet Network
Information Center), the number of Internet users in 1996 was 670,000. By the
end of 1999, it was increased to 8 million. It is expected to reach 15 million
at the end of 2000, and it will keep growing rapidly after 2000. Most Chinese
Internet users (98%) rely on dial-up Internet connection, which requires a
modem. Compare to traditional modem, ADSL is much faster in connection speed and
its feature/price ratio is much higher. According to the Dataquest projection,
by 2002, over half of the modems (56 K V.90) will be replaced by ADSL.
At present, Chinese ADSL market is still at its early development stage. The
market potential is huge. With Wintech's leading technology, once it gets enough
funding, it will be able to capture large market share.
B. Competitive Analysis
Since Chinese ADSL market is still at the research and development stage,
there is no real sale of products, therefore, this analysis is only based on
technology and funding.
In user-end ADSL device,Wintech's major competitor is Legend. Legend's
advantage is that it is a large company and it is the leader in Chinese PC
industry. Its disadvantage is that it neglects technology innovation and, as a
result, it does not have much of its own technology. To compete with Legend,
Wintech can take the advantage of its lead in its technology by making the cost
of its product 20% lower than that of Legend. In addition, Wintech will form
alliance with several large PC makers in China to enhance its competitive edge
in the market.
Server-end ADSL device is a complicated communication system. Its
production requires strong technology support and large investment. It is more
likely that traditional PBX manufacturer will be involved. Among those, Julong
is Wintech's main competitor. Julong has sufficient funding and marketing
experience in large communication systems. However, Julong is a state-owned
enterprise. It lacks efficient management and lacks employee loyalty. As one of
the leading companies in DSP technology, the core technology of ADSL, Wintech
has obvious advantage over Julong.
Telecommunication
In this area, Wintech's emphasis is on DSP Solution for IP Phone and
Software Radio.
IP Phone
According to different applications, IP Phone can be classified into three
levels: Home level, Office level and Telecommunication level. Wintech is
targeting the office level.
Wintech's office IP Phone solution employs IP LAN Phone together with IP
LAN Gateway. This solution is Wintech's invention.
Since this solution must combine IP LAN Phone and IP LAN Gateway together
to work as one system, IP LAN Phone and IP LAN Gateway will be viewed as one
product in the following discussion.
A. Market analysis
At the end of 1999, there are 15,000,000 computers existing in China.
Approximately 9,000,000, or 60% of them, are used in offices or other commercial
purposes. And about 3,600,000 out of the 9,000,000, or 40% of them, are
connected with local networks. This is the current Chinese market capacity for
IP LAN Phone and IP LAN Gateway. This capacity will expand as the number of
computers and the Internet users grows in China. The annual growth rate will be
at least 30%. Since this product is new in the world, the company will also try
its best to introduce it to the global market.
B. Competitive analysis
This product is a significant innovation of Wintech. There is no
competition to this product yet.
Software Radio
Software Radio is a programmable wireless communication signal processing
hardware platform. With different algorithms, this general purpose platform can
function as different communication systems. For example : GSM, CDMA, IMT2000
etc.
A. Market analysis
In the global market, especially in China, mobile telecommunication has
been growing rapidly driven by the needs of personal telecommunication. To
better serve the ever growing demand of users, in addition to traditional voice
signal, mobile telecommunication system must have the ability to transfer
E-mail, image, and other signals. Since different signal transmission requires
different wireless transmission protocols, the equipment at the base station
must have high programmability to meet the needs of new technology and new
communication protocols. Traditional ASIC-based base station will not be able to
meet the needs. Software Radio technology must be used. At the end of 1999, the
number of mobile phone users in China has reached 50 million. Each Wintech
software radio hardware Platform can handle 16 mobile users simultaneously.
Therefore the market capacity for software radio hardware platform is
approximately 3 million. This number will grow as the telecommunication industry
grows. The annual growth rate should be no less than 30%.
B. Competitive Analysis
At present, the market of Software Radio is still undeveloped. Chinese base
station manufacturers are just begin to research the technology. According to
our market research, Shenzhen Huawei Technology Company may start their own
research and development in this area. Huawei Tech's advantage is that it has
been successful in manufacturing and marketing of GSM base stations. Once they
succeed in developing software radio technology, they can apply this technology
in their own base station equipment. But as a hardware manufacturer, they will
not release the technology to other manufacturers in the industry. Wintech's
approach is different. Wintech will focus on the research and production of the
software radio technology modules, and provide the modules to other
communication equipment manufacturers to help them enter the next generation
high performance base station market.
DSP General Purpose Platform
DSP general purpose platforms, including DSP hardware platform and DSP
algorithm, are designed for DSP engineers. Wintech is developing its DSP
hardware platforms in three areas: telecommunication, image processing, and data
acquisition. Wintech's algorithms include F.F.T. (Fast Fourier Transformation),
Digital Filter, Adaptive Filter and Math Function Library.
A. Market analysis
According to the statistics of China Electronic Engineering Association,
at the end of 1999, there were 5,000,000 electronic engineers in China. Among
them, 200,000 were working on projects related to the DSP research and
development. A typical project group usually consists of 4 to 5 members. This
indicates that about 40-50 thousand DSP projects are underway in China every
year. Each DSP project needs at least one DSP general purpose platform.
Therefore, the market capacity for DSP general purpose platforms is at least
40-50 thousand sets per year. The demand for DSP general purpose platform will
grow as the use of DSP technology increases. The estimated annual growth rate
will be at least 30%.
Besides providing development platforms to DSP engineers, Wintech also
provides DSP general purpose platforms to DSP related product manufacturers
through OEM agreement.
Since the cost of technology development and production is much lower in
China, Wintech's products are much more competitive compare with similar
products in the global market. Wintech will leave no efforts to explore the
global market.
B. Competition Analysis
DSP General Purpose Platforms are technology intensive products and are
hard to develop. Our market research shows that there is no competition in China
at this point. Our main competition comes from DSP manufactures from foreign
countries. At the same quality level, Wintech products is only priced at 30-50%
of the price the foreign products. It is also very hard for the foreign
manufacturers to compete with Wintech in providing local technical support and
onsite services.
Currently, the customs tariff for imported DSP general purpose platforms is
only 6%. China's entry into WTO will not increase the competitiveness of foreign
DSP products. But it will enhance Wintech's ability to enter the global market.
3.3. DSP Tools Market and Competitive Analysis
DSP tools are systems with the functions of DSP emulation, debugging,
experimenting, etc., designed for DSP engineers and DSP college courses. By the
usage, DSP tools can be divided into DSP emulation system and DSP experimental
development system.
DSP Emulation System
DSP emulation system is a necessary tool for DSP engineers. Wintech's DSP
emulation system consists of DSP hardware emulator, source code debugging, and
related assemble and link software. It can be divided into PCI port, EPP port
and ISA slot system. Each of them supports TMS320 series emulation.
A. Market analysis
As mentioned above, there were 200,000 DSP engineers in China working
on 40,000 -- 50,000 DSP projects each year. About 10% of these projects are DSP
hardware development projects. Others are software development projects and
algorithm research projects. Engineers working in DSP hardware development
projects must use DSP emulation development tools. According to the projection
of China Signal Processing Association, the demand for DSP development tool will
be 4000 sets in 2000. As DSP market grow in China, DSP related projects will
increase at rapid pace. Further note that some DSP general purpose platform
based software development projects need DSP emulation tool for real time
testing. Also since DSP chips and software are constantly been upgraded, new
demand for DSP development tools are constantly created. Considering all the
above factors, DSP development tool market demand in China should increase at
the rate of 50%.
B. Competitive analysis
The competitors in the DSP emulation system market are Seed Corporation of
China and some foreign companies. For foreign companies, the price of their
products is 4-5 times higher than that of the same domestic products. And it is
very hard for them to provide follow up services. Therefore, the market share of
foreign products is very low.
Seed is successful in marketing IC that goes with DSP emulation system.
However, due to the lack of technology development capability, Seed has stopped
research and development and is only focusing on IC marketing. At present, it
only markets low level emulation tools and only carries ISA bus port system.
DSP Experimental Development System
Wintech's DSP experimental developmental system is a comprehensive system
designed for DSP higher college courses and experiments. Based on Wintech's
high-end PCI emulation development system, the DSP experimental developmental
system adapted virtual instrument technology, virtual analog oscillograph,
spectrum analyzer, signal generator, etc.. This product is yet another
innovation by Wintech, and it is the first such system in the world.
A. Market Analysis
As DSP technology gets used in more and more areas, DSP has become required
basic knowledge for future electronic engineers. Therefore, all high education
institutions are listing DSP as a required course for EE students. Since DSP is
a practical technology, lab courses are necessary. Therefore, there is an urgent
need to establish DSP labs in those schools.
According to the statistics of Chinese Ministry of Higher Education, there
are more than 1000 high education institutions in China. Each institution in
average provides at least three majors related to EE and each major in average
has 30 students. In another word, 3000 DSP labs are needed for Chinese high
education institutions. The lab guide issued by Ministry of Education requires
that each set of experiment device can only be shared by no more than two
students. Thus about 45,000 sets of DSP Experiment System will be needed. This
number does not include the needs of some research institutes for research and
training purpose.
B. Competition Analysis
DSP experimental development system is Wintech's innovation. There is no
competition at this point.
DSP Service and Electronic Engineering (EE) Web Sites
DSP Service includes the publishing of DSP related information, providing
continuing education for DSP engineers and DSP customer design projects.
Wintech will provide these service through the Internet. It has established
two DSP web sites: www.DSP.com.cn and www.DSPChina.com and plans to expand these
two sites to cover all electronic engineering subjects, making them the largest
we sites for electronic engineering professionals.
Risk Analysis
Wintech has the best products in DSP Solution, DSP Tools, and DSP Service.
Some of them are Wintech's own innovations. The biggest risk the company is
facing is the lack of funding. Without sufficient funding to carry out its
business plan, it may miss out the opportunity to dominate the DSP market.
<PAGE>
New management team of the Company is:
Yonghong Dong, B.S. in Electronic Engineering, Peking University
August, 1996 --- Present
President, Wintech Science and Technology Development Corp.
1. In charge of over all product series planning. Maintain company's focus on
DSP business;
2. In charge of product research and development;
3. Successfully led the company's innovation in DSP market and made Wintech
the leader in Chinese DSP market in short amount of time;
4. Established advanced management system. Pushing the company to conduct
business on Intranet/Internet and to adopt "B to B" e-commerce business
model between the company and its agents.
August 1994 ----- August, 1996 Technical Manager, Chief Engineer, Beijing
Taidishen Technology Development Corp.
1. In charge of technology development and management;
2. Obtained several DSP development contracts.
September, 1989 ----- August, 1994
Chief Designer, Beijing Communication Technology Research Institute
In charge of digital signal processing portion in several national key
communication projects. Was the youngest DSP expert in the institute.
Xiaoming Chen, B.S. Industrial Engineering
1999 ----- Present
Administrative Supervisor, Wintech Science and Technology Development Corp.
1997 ----- 19999
President, Beijing Mindi Science and Technology Development Co., Ltd.
Focused on telecommunication system and computer system integration.
1993 ----- 1997
Director, President, Beijing ReiCi Communication System Development Co. Ltd.
Communication terminal equipment technology development and
import/export.
Mingrong Li, M.S. , Peking University
October, 1999 ----- Present
Marketing Department Manager, Wintech Science and Technology Development Corp.
August, 1993 ----- September, 1999
President, Beijing Chang An Hudsons Electronic Co. Ltd
Market video signal processing and teleconference system to both
domestic and international clients.
Baoling Zheng, MBA
November, 1999--- Present
Financial Department Manager, Wintech Science and Technology Development Corp.
November, 1998--- November, 1999
Vice President, Beijing New Ort Group
November, 1996 ----- November, 1998
Vice President, Beijing Yadu Group
Yihe Wan , M.S. , North-West Telecommunication University
May, 2000 ---- Present
Technology Department Manager, Wintech Science and Technology
September, 1984---April, 2000
Jiangxi Wireless Factory
Engaged in researching and developing the products of the communication
system, as vice-chief engineer, and as chief director for Tsingha Tongfang
number 713 factory designing institute.
September, 1980____Augest , 1984
Study for B.S. in North-West Telecommunication University
Item 3. Not Applicable.
Note 4. Not Applicable.
Item 5. Not Applicable.
Item 6. Not Applicable.
Item 7. Financial Statements and Exhibits.
The financial statements and pro forma financial information required
to be submitted with this Form 8-K will be filed by amendment within 45 days of
the date that this form is filed. Enclosed is the unaudited balance sheet for
the years ending December1998 and 1999.
<TABLE>
<CAPTION>
Balance Sheet
<S> <C> <C>
1999 1998
CURRENT ASSETS
Cash on hand 131,402.99 4,742.93
Cash in bank 151,546.51 51,134.61
Accounts receivable 133,928.50 16,956.00
Advances to suppliers (118.08) (340.00)
Prepaid expenses 4,250.00 4,100.00
Inventory 133,260.92 67,448.99
Other receivables 20.00 20.00
- -
- -
Total current assets 554,290.84 144,062.53
- -
- -
FIXED ASSETS - -
Cost 52,789.28 22,685.18
Less:Accumulated
depreciation 12,453.99 5,458.87
- -
Net value 40,335.29 17,226.31
- -
- -
- -
- -
TOTAL ASSETS 594,626.13 161,288.84
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND
OWNERS' EQUITIES
<S> <C> <C> <C> <C> <C> <C>
1999 1998
CURRENT LIABILITIES
Short-term loans 33,000.00 3,000.00
Accounts payable 13,372.47 5,141.57
Accrued payroll 8,100.00 -
Accrued wellfare 10.33 10.33
Taxes payable 19,634.16 16,563.87
Advances from customer 14,137.20 7,477.40
Other payable to government 605.94 464.53
- -
- -
Total current liabilities 88,860.10 32,657.70
- -
- -
OWNER'S EQUITY - -
Paid-in capital 50,000.00 50,000.00
Capital surplus - -
Reserve fund - -
Undistributed profits 455,766.02 78,631.14
- -
Total owners' equities 505,766.03 128,631.14
- -
TOTAL LIABILITIES
AND OWNERS' EQUITY - -
594,626.13 161,288.84
</TABLE>
Filed herewith as Exhibit No. (2) is the Plan of Reorganization.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Temple Summit Financial Projects, Inc
/s/ Yonghong Dong
---------------------------------
Yonghong Dong/President
Exhibits
2.1. Agreement and Plan of Reorganization between Temple Summit FInancial
Projects, Inc., and Beijing Wintech Science and Development Technology
Corp. Ivory, dated July 25, 2000.
*3.1.Articles of Incorporation of Beijing Wintech Science and Development
Technology Corporation, Inc.
*3.2.By-Laws of Beijing Wintech Science and Development Technology Corporation,
Inc.
*27.1. Financial Data schedule.
* Items to be filed by amendment
