HENG FAI CHINA INDUSTRIES INC
10-Q/A, 1996-03-28
NON-OPERATING ESTABLISHMENTS
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   As filed with the Securities and Exchange Commission on March 25, 1996

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ----------------------
                                 FORM 10-Q/A #1
                     AMENDED AND RESTATED QUARTERLY REPORT
                        PURSUANT TO SECTION 13 OR 15(D)
                                     OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                                    FOR THE
                        PERIOD ENDED SEPTEMBER 30, 1995
                                          
                            -----------------------

                        HENG FAI CHINA INDUSTRIES, INC.

             (Exact name of Registrant as specified in its charter)

       Delaware                    0-7619              93-063633
(State or other jurisdiction      (Commission         (IRS Employer
of incorporation or organization)  File Number)    Identification Number)

               650 West Georgia Street, Suite 588, P.O. Box 11586
                         Vancouver, B.C. CANADA V6B 4N8
                                 (604) 685-8318
   (Address and telephone number of Registrant's principal executive offices)
                           -------------------------

Indicate by check mark whether the Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.

                         YES [X]             NO [ ]

As of October 20, 1995, there were 10,819,542 shares of common stock of Heng Fai
China Industries, Inc. outstanding.

<PAGE>

                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                              HENG FAI CHINA INDUSTRIES, INC.




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


<PAGE>

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                                        <C>
<PERIOD-TYPE>                                6-MOS
<FISCAL-YEAR-END>                             DEC-31-1995
                             
<PERIOD-END>                                  SEP-30-1995
<CASH>                                         49,016
<SECURITIES>                                  502,847
<RECEIVABLES>                                  25,130
<ALLOWANCES>                                        0
<INVENTORY>                                    90,978
<CURRENT-ASSETS>                              802,584
<PP&E>                                      1,481,540
<DEPRECIATION>                                477,768
<TOTAL-ASSETS>                              2,893,781
<CURRENT-LIABILITIES>                         627,616
<BONDS>                                       995,453
<COMMON>                                      108,195
                               0
                                         0
<OTHER-SE>                                  2,596,422
<TOTAL-LIABILITY-AND-EQUITY>                2,893,781
<SALES>                                       148,141
<TOTAL-REVENUES>                              391,264
<CGS>                                         127,281
<TOTAL-COSTS>                               1,525,156
<OTHER-EXPENSES>                                    0
<LOSS-PROVISION>                                    0
<INTEREST-EXPENSE>                                  0
<INCOME-PRETAX>                                     0
<INCOME-TAX>                                        0
<INCOME-CONTINUING>                                 0
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                               (1,133,892)
<EPS-PRIMARY>                                    (.11)
<EPS-DILUTED>                                       0
        



</TABLE>


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