POWERSOFT TECHNOLOGIES INC, PRE 14A, 1999-09-09

POWERSOFT TECHNOLOGIES INC
PRE 14A, 1999-09-09
NON-OPERATING ESTABLISHMENTS

Previous: ALBERTSONS INC /DE/, 10-Q, 1999-09-09

Next: AMERICAN FIDELITY SEPARATE ACCOUNT A, N-30D, 1999-09-09

POWERSOFT TECHNOLOGIES INC. ANNUAL MEETING
SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

- --------------------------------------------------------------------------------
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

POWERSOFT TECHNOLOGIES INC.
----------------------------------------------
(Name of Registrant as Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):
[ ] No fee required.
[X] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which the transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: $967.60
[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
- --------------------------------------------------------------------------------

<PAGE>

POWERSOFT TECHNOLOGIES INC.
650 West Georgia Street, Suite 1600
P. O. Box 11586
Vancouver, B.C., Canada V6B4N8

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on October 30, 1999

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Powersoft Technologies Inc., a Delaware corporation (the
"Company"), will be held in the ______________________________,
__________________, _______________________________, ______________________, on
October 30, 1999, at _____ a.m. ________ Time, for the purpose of considering
and voting upon proposals to:

(1) elect two directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualify;

(2) reincorporate the Company by changing the state of incorporation from
Delaware to Colorado by the adoption of a Plan and Agreement of Merger
pursuant to which the Company will effectuate a 30 to 1 reverse split
of its common stock and will be merged with and into Asia SuperNet
Corporation, a Colorado corporation, which is a wholly owned
subsidiary of the Company formed specifically for the purpose of the
reincorporation and which shall be the surviving corporation;

(3) approve an agreement between the Company and SAR Trading Limited
("SAR"), a company wholly owned by Fai H. Chan, an officer, director
and majority stockholder of the Company, whereby the Company agreed to
sell and SAR agreed to purchase all of the operating subsidiaries of
the Company in consideration for which the Company agreed to issue SAR
$3,472,272 of convertible debt; and

(4) transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.

Only stockholders of record at the close of business on _______, 1999, are
entitled to notice of and to vote at the Meeting and at any adjournment thereof.

The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. All stockholders are cordially invited to attend the Meeting in
person. Whether you plan to attend or not, please date, sign and return the
accompanying proxy in the enclosed return envelope, to which no postage need be
affixed if mailed in the United States. The giving of a proxy will not affect
your right to vote in person if you attend the Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

ROBERT H. TRAPP, SECRETARY

Vancouver, B.C., Canada
________, 1999

<PAGE>

POWERSOFT TECHNOLOGIES INC.
650 West Georgia Street, Suite 1600
P. O. Box 11586
Vancouver, B.C., Canada V6B4N8
604-685-3398

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 30, 1999

This proxy statement ("Proxy Statement") is being furnished in connection
with the solicitation of proxies by the Board of Directors of Powersoft
Technologies Inc. (the "Company") to be used at the Annual Meeting of
Stockholders (the "Meeting") to be held in the -----------------,
- ---------------, ----------------------, -----------, ----------, on October 30,
1999, at _____ a.m. ________ Time, and at any adjournment(s) thereof.

This Proxy Statement and the accompanying Proxy will be mailed to the
Company's stockholders on or about ___________, 1999.

Any person signing and mailing the enclosed Proxy may revoke it at any time
before it is voted by: (i) giving written notice of the revocation to the
Company's corporate secretary; (ii) voting in person at the Meeting; or (iii)
voting again by submitting a new proxy card. Only the latest dated proxy card,
including one which a person may vote in person at the Meeting, will count. If
not revoked, the Proxy will be voted at the Meeting in accordance with the
instructions indicated on the Proxy by the Stockholder, or, if no instructions
are indicated, will be voted FOR the slate of directors described therein; FOR
reincorporating the Company by changing the state of incorporation from Delaware
to Colorado by the adoption of a Plan and Agreement of Merger pursuant to which
the Company will effectuate a 30 to 1 reverse split of its common stock and will
be merged with and into Asia SuperNet Corporation, a Colorado corporation, which
is a wholly owned subsidiary of the Company formed specifically for the purpose
of the reincorporation and which shall be the surviving corporation; and FOR
approving an agreement between the Company and SAR Trading Limited ("SAR"), a
company wholly owned by Fai H. Chan, an officer, director and shareholder of the
Company, whereby the Company agreed to sell and SAR agreed to purchase all of
the operating subsidiaries of the Company in consideration for which the Company
agreed to issue SAR $3,472,722 of convertible debt.

VOTING SECURITIES

Voting rights are vested exclusively in the holders of the Company's $0.01
par value Common Stock ("Common Stock") with each share entitled to one vote.
Cumulative voting in the election of directors is not permitted. Only
stockholders of record at the close of business on _________, 1999, are entitled
to notice of and to vote at the Meeting or any adjournments thereof. On
_________, 1999, the Company had ______________ shares of Common Stock
outstanding.

<PAGE>

THE COMPANY

The Company was originally organized in California on March 24, 1958 as
Time Saver Markets, Inc. From 1958 to 1994, the Company effected numerous name
changes and engaged in businesses other than those it presently operates. In
August 1994, the Company changed its corporate domicile to Delaware. In November
1994, the Company, then known as Alpine International Corp., changed its name to
Heng Fai China Industries, Inc. On March 31, 1998, the Company changed its name
to Powersoft Technologies Inc. The Company has signed an agreement ("SAR
Agreement"), to sell most of its subsidiaries, and as a result, all of its
operations to SAR Trading Limited, ("SAR"), a company wholly owned by Fai H.
Chan, an officer, director and majority stockholder of the Company. Upon
stockholder approval of the SAR Agreement, the Company intends to focus its
operations on the acquisition of companies operating in the fields of computer
technology, Internet and telecommunications to be implemented in Asian markets.

As of June 30, 1999, the Company's investments and subsidiaries were as follows:

Name % Owned State/Foreign
Incorporation
- ----------------------- ------- -------------

Vancouver Hong Kong 100%(2) Canada
Properties Ltd.

America & China Business 100% Canada
and Development Inc.

Heng Fai Management Inc. 100%(2) British Virgin Islands

Heng Fai China & Asia 100%(2) Hong Kong
Industries Limited

Cangzhou Min You 19%(1) People's Republic of
Cement Co., Ltd. China

Heng Fai China 100%(2) Hong Kong
Industries Limited

Worldwide Container 100%(2) Hong Kong
Company Limited

Greatly Hong Kong Limited 100%(2) Hong Kong

Heng Fai China Industries 100%(2) Hong Kong
Acquisition Limited

<PAGE>

(1) As of July 24, 1998, the Company divested 81% of its interest in
Cangzhou Min You Cement Co., Ltd.

(2) On January 18, 1999, the Company entered into an agreement with SAR
Trading Limited ("SAR") wherein SAR agreed to buy and the Company
agreed to sell all of its interests in these subsidiaries for
approximately $4,838,000 in the form of the assumption of certain
liabilities. In consideration of the assumption of liabilities, the
Company agreed to issue two notes payable to SAR in the amounts of
$1,000,000 and $3,838,000. The $1,000,000 note is immediately
convertible into 20,000,000 common shares of the Company. The
$3,838,000 note can be converted into shares of common stock of the
Company, in minimum increments of $250,000 each, at the average 15 day
trading price at the option of the Company by giving seven trading
days notice in writing to SAR. On June 18, 1999, the Company agreed to
offset the amounts due from related parties resulting from the sale,
of $1,365,278 with the $3,838,000 note payable, resulting in an
amendment to the original promissory notes. The note payable for
$3,838,000 was effectively reduced to $2,472,722. The agreement with
SAR is subject to the approval of the Company's stockholders.

Agreement with CyberConstruction Company, Inc.

On February 12, 1999, the Company entered into a Technology License and
Services Agreement (the "Agreement") with CyberConstruction Company, Inc.
("Cyber"). Cyber has developed and continues to develop certain software
applications, methods, operating procedures, Internet infrastructure design and
Internet site template development (collectively the "Technology"). The
Agreement grants a nontransferable license to the Company to use and execute the
Technology, along with related services, for the Company's customers. The
Company agreed to grant and transfer to Cyber, as a consideration of the license
and related services, certain of its preferred stock equal in value to $10
million, as part of an issuance of up to $50 million worth of its preferred
stock. The Company has agreed that upon the sooner of (i) the licensing or
acquisition of technologies or companies utilizing the $50 million proceeds from
the sale of preferred stock; or (ii) February 13, 2001, the Company will
endeavor to meet the listing requirements of Nasdaq for registration of the
preferred stock. The transaction contemplated by the agreement has not yet been
consummated and consequently, has not yet been recorded.

Historical Information

In 1994, the Company acquired Vancouver Hong Kong Properties Ltd., a
Canadian corporation ("Vancouver Hong Kong"), which owns an apartment building
in North Vancouver, British Columbia ("Apartment Building").

In January 1995, the Company acquired a wholly-owned subsidiary, Heng Fai
China & Asia Industries Limited ("Asia"), a company incorporated in Hong Kong,
along with Asia's wholly-owned subsidiary, Heng Fai China Industries Limited
("China"). China is incorporated in Hong Kong and owned an option to acquire,
through its wholly owned subsidiary, Cangzhou Min You Cement Co., Ltd., a
foreign-owned enterprise registered in the People's Republic of China ("PRC")
("Min You"), direct or joint venture operating lease interests in the following
three cement factories in the Hebei province of PRC: (i) the Hebei Cangzhou City
Chemical Corporation Factory ("Cangzhou Factory"); (ii) the Qingxian Cement
Factory ("Qingxian Factory"); and (iii) the Hebei Cangzhou Area Construction

3
<PAGE>

Materials Factory ("Hebei Factory"). Min You did not exercise its option to
acquire interests in the Qingxian Factory and the Hebei Factory, and such option
has since expired.

In April 1995, Min You exercised an option to lease a production line at
the Cangzhou Factory. Such lease provided for the use of the production line at
Cangzhou Factory for a five year period commencing January 1, 1995.

In September 1996, the Company, through its wholly owned subsidiary,
Worldwide Container Company, Ltd. ("Worldwide"), acquired a 70% interest in
Wuhan Monkey King Container Co., Ltd. ("Wuhan"), in exchange for 727,272 shares
of the Company's Common Stock. Wuhan is a sino-foreign equity joint venture
registered in PRC which is engaged in the design, manufacture, lease and repair
of standard and non-standard containers and related steel structure products.

In January 1997, the Company acquired from Fai H. Chan, an officer,
director and shareholder of the Company, 100% of the outstanding Common Stock of
Greatly Hong Kong Limited ("Greatly HK") in exchange for nominal consideration.
Greatly HK had a 25% interest in Hebei Cherry Valley Duck Ltd. ("Duck Farm"), a
cooperative joint venture established in the PRC which was engaged in the
management and operation of a duck farm in PRC. The investment was wholly
financed by an interest free, short term advance from Fai H. Chan. Other than
the investment in the Duck Farm and advance from Fai H. Chan, Greatly HK had no
other material assets and liabilities, or operations at the time of acquisition.

In March 1997, the Company acquired from Fai H. Chan, an officer, director
and majority stockholder of the Company, 100% of the outstanding Common Stock
Heng Fai China Industries Acquisition Limited ("Heng Fai Acquisition") in
exchange for nominal consideration. Heng Fai Acquisition had an option to form a
cooperative joint venture in PRC, but otherwise had no material assets and
liabilities, or operations at the time of acquisition. Heng Fai Acquisition
entered into a conditional agreement ("Agreement") with an unaffiliated party in
PRC ("PRC Party") to establish a joint venture, Heng Li (Zhangjiagang Free Trade
Zone) International Trading and Development Co., Ltd. ("Heng Li"), to develop
and construct a commercial building in Zhangjiagang Free Trade Zone, PRC.
However, the Agreement was not completed and an application has been submitted
to cancel the registration of Heng Li.

1997 Divestitures

After several years of direct investments in the PRC as described above,
the Company believed the returns on such investments were unsatisfactory. The
Company believed its best course of action was to write-off or discontinue a
substantial part of its PRC operations ("Divestiture"). Pursuant to
reorganization, the Company commenced the Divestiture and entered into the
following agreements to terminate or substantially reduce its interest in its
PRC operations as follows:

<PAGE>

Min You. In December 1997, the Company, through China, transferred 81% of its
interest in Min You to two unrelated parties in Hong Kong and PRC. China
retained a 19% interest in Min You and full provisions have been made against
the remaining cost of investment in Min You. Applications for the change in
ownership in Min You have been approved by the respective authorities in PRC.

Wuhan. In December 1997, the Company effected an agreement to reverse the
acquisition by returning its 70% interest in Wuhan and redeeming the 727,272
shares of restricted Common Stock previously issued pursuant to the acquisition.
Applications for the change in ownership in Wuhan were approved by the
respective authorities of PRC during 1998.

Duck Farm. In December 23, 1997, Greatly HK effected an agreement to dispose of
its 25% interest in the Duck Farm to compensate for the loss of the joint
venture. Applications for the change in ownership of the Duck Farm were approved
by the respective authorities in PRC and the transaction was consummated during
1998.

Heng Li. Heng Fai Acquisition did not exercise its option to form Heng Li as
certain conditions of the joint venture agreement were not met. In December
1997, the Company canceled the registration of Heng Li.

Segment Information

Segment information for the six months ended June 30, 1999 and 1998 is not
included because it may not be indicative of the current or future operations of
the segments primarily due to the SAR Agreement.

<TABLE>
<CAPTION>
Rental Investment
For the year ended December 31, 1998 Income Income Consolidated
------ ---------- ------------

<S> <C> <C> <C>
Revenues ................................... $ 307,327 $ 13,303 $ 320,630
--------- --------- ---------
Income (loss) from operations .............. 80,714 (25,154) 55,560
General corporate expenses ................. (639,889)
Interest Expense ........................... (492,804)
---------
Loss from continuing operations ............ (1,077,133)

Discontinued operations:
Cangzhou Cement ......................... --
Wuhan ................................... --
Investment in Duck Farm ................. --

Loss from discontinued operations .......... --
---------
Loss before income taxes ................... $(1,077,133)
=========

<PAGE>

For the year ended December 31, 1998 Rental Investment
(continued) ................................ Income Income Consolidated
------ ---------- ------------
<S> <C> <C> <C>
Identifiable assets:
Continuing operations ................... $ 703,003 $ 474,435 $ 1,177,438

Discontinued operations:
Cangzhou Cement ...................... --
Wuhan ................................ --
Investment in Duck Farm .............. --
---------
1,177,438
Corporate assets ........................ 38,328
---------
$ 1,215,766
=========
Supplemental information
Depreciation ............................ $ 34,346 $ 840 $ 35,186
======== ========= =========
Capital expenditures .................... $ -- $ -- $ --

<CAPTION>
Rental Investment
For the year ended December 31, 1997 Income Income Consolidated
------ ---------- ------------
<S> <C> <C> <C>
Revenues .................................... $ 346,528 $ 225,393 $ 571,921
--------- ---------- ----------
Income (loss) from operations ............... 116,404 138,794 255,198
General corporate expenses .................. (1,163,415)
Interest Expense ............................ (309,201)
----------
Loss from continuing operations ............. (1,217,418)
----------
Discontinued operations:
Cangzhou Cement .......................... (8,342)
Wuhan .................................... 59,232
Investment in Duck Farm .................. (301,324)
----------
Loss from discontinued operations ........... (250,434)
----------
Loss before income taxes .................... (1,467,852)
==========
Identifiable assets:
Continuing operations .................... $ 803,754 $ 1,531,620 $ 2,335,374

6
<PAGE>

<CAPTION>
For the year ended December 31, 1997 Rental Investment
(continued) ................................. Income Income Consolidated
------ ---------- ------------
<S> <C> <C> <C>
Discontinued operations:
Cangzhou Cement ....................... --
Wuhan ................................. --
Investment in Duck Farm ............... --
----------
2,335,374
Corporate assets ......................... 52,688
----------
$ 2,388,062
==========
Supplemental information:
Depreciation ............................. $ 40,320 $ 841 $ 41,161
========= ========= ==========
Capital expenditures ..................... $ -- $ -- $ --
========= ========= ==========
<CAPTION>
Rental Investment
For the year ended December 31, 1996 ........ Income Income Consolidated
------ ---------- ------------
<S> <C> <C> <C>
Revenues .................................... $ 336,644 $ 92,214 $ 428,858
--------- --------- ----------

Income (loss) from operations ............... 85,883 (59,955) 25,928
General corporate expenses .................. (1,966,224)
Interest Expense ............................ (121,436)
----------
Loss from continuing operations ............. (2,061,732)

Discontinued operations:
Cangzhou Cement .......................... (62,487)
Wuhan .................................... (241,208)
Investment in Duck Farm .................. --
----------
Loss from discontinued operations ........... (303,695)
----------
Loss before income taxes .................... $(2,365,427)
==========
Identifiable assets:
Continuing operations .................... $ 787,920 $ 710,307 $ 1,498,227

Discontinued operations:
Cangzhou Cement ....................... 395,955
Wuhan ................................. 8,560,939
Investment in Duck Farm ............... --
----------

<PAGE>

For the year ended December 31, 1996 Rental Investment
(continued) ................................. Income Income Consolidated
------ ---------- ------------
<S> <C> <C> <C>
$10,455,121
Corporate assets ......................... 170,259
----------
$10,625,380
==========
Supplemental information:
Depreciation ............................. $ 41,395 $ 420 $ 41,815
========= ========= ==========
Capital expenditures ..................... $ -- $ 3,363 $ 3,363
========= ========= ==========
</TABLE>

The following is a summary of information regarding the Company's
continuing operations by geographical area for each of the six months ended June
30, 1999 and 1998 and for the three years ended December 31, 1998:

Six Months Ended June 30, 1999 and 1998

1999 1998
---- ----
Revenue:
North America ................................... $ 169,473 $ 172,751

Hong Kong ....................................... $ 212 $ 2,879

Operating income (loss):
North America ................................... $ 94,608 101,138

Hong Kong ....................................... $ 153,290 $(211,626)

General corporate expenses....................... $(327,725) $(393,459)

Identifiable assets:
North America ................................... $ 675,508 $ 661,805

PRC ............................................. $ -- $ --

Hong Kong ....................................... $ 782,030 $ 439,290

<PAGE>

<TABLE>
<CAPTION>
Three Years Ended December 31:

1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenue:
North America ......................... $ 312,119 $ 360,030 $ 342,112

Hong Kong ............................. 8,511 211,891 86,746
----------- ----------- -----------
$ 320,630 $ 571,921 $ 428,858
=========== =========== ===========
Operating income (loss):
North America ......................... $ 80,714 $ 116,404 $ 91,351
Hong Kong ............................. (517,958) (170,407) (186,859)

<CAPTION>
Three Years Ended December 31, 1998 1998 1997 1996
(continued) ---- ---- ----
<S> <C> <C> <C>
General corporate expenses ............ $ (639,889) $ (1,163,415) $ (1,966,224)
----------- ----------- -----------
$ (1,077,733) $ (1,217,418) $ (2,061,732)
=========== =========== ===========
Identifiable assets:
North America ......................... $ 703,003 $ 803,754 $ 787,920
PRC ................................... -- -- 8,956,894
Hong Kong ............................. 474,435 1,531,620 710,307
Corporate assets ...................... 38,328 52,688 170,259
----------- ----------- -----------
$ 1,215,766 $ 2,388,062 $ 10,625,380
=========== =========== ===========
</TABLE>

Real Estate Operations

Vancouver Hong Kong operates an apartment building, Lord Highlands
Apartments, 260 East 12 Street, North Vancouver, British Columbia, Canada V7L
2J6 ("Apartment Building"), located within the Central Lonsdale area of the City
of North Vancouver, British Columbia. Developments in the immediate area consist
primarily of low to medium density residential units, with commercial
development focused along Lonsdale Avenue to the west and the more prominent
cross streets such as 13th Street and 15th Street. Lions Gate Hospital, a
principal medical facility, is located just north of the apartment building at
the intersection of East 13th Street and St. George Avenue.

The Central Lonsdale corridor serves as the primary commercial center for
the city and the surrounding areas of North Vancouver. Residential development
in the surrounding areas consists of a variety of 3-story rental and strata
tiled apartments, plus lower density townhouse developments. The area also has
higher density development in the area. Thus, the apartment building is located
within a stable multiple residential oriented neighborhood, located in close
proximity to local retail, recreational and public amenities.

The following information has been extracted from the Canada Housing
Corporation's ("CMHC") Vancouver CMA Rental Market Report.

<PAGE>

Vacancy Rates

Region 12/98 12/97 12/96
- ------ ----- ----- -----

City North of Vancouver 1.9% 0.6% 0.6%

District North of Vancouver 1.2% 0.2% 0.2%

Metro Vancouver 1.5% 1.5% 1.2%
Apartment Rental Rates

City North of Vancouver 12/98 12/97 12/96
- ----------------------- ----- ----- -----

Bachelor CDN$607 CDN$574 CDN$572

One Bedroom CDN$705 CDN$703 CDN$688

Two Bedroom CDN$859 CDN$971 CDN$967

The Apartment Building is a 60 unit, three-story wood frame building
constructed in the late 1960's. The building has a below grade basement
containing the mechanical rooms, various storage rooms, workshops and
recreational areas. The apartment building has a total of 60 suites consisting
of one bachelor suite, 38 one bedroom suites and 21 two bedrooms suites. Twelve
of the two bedrooms suites, located on the corners of the building offer wood
burning fireplaces. The suites are generally larger than average and on the
whole, have been well maintained. General finishing details include hardwood
floors or wall-to-wall carpeting with vinyl flooring in the kitchens and
bathrooms, adequate cabinet/counter space in the kitchens with two appliances,
partly tiled shower surrounds in the bathroom and covered balconies or patios.
Paved open parking for 60 vehicles is provided at the rear of the apartment
building. Access/egress is available by a paved rear service lane off St.
Andrews Avenue.

Apartment Building Rental Rates

The current monthly rents* are as follows:

Suite Type Monthly Rent
- ---------- ------------

Bachelor CDN$580
One Bedroom CDN$660
Two Bedroom CDN$805
- -------------
* Rent includes heat, hot water, parking and cable television.

The above survey supports the conclusion that the monthly rents within the
subject are reasonably in line with market rents, taking into account the size
and condition of the units plus the inclusions in the monthly rent.

This Subsidiary is being sold as a part of the SAR Agreement.

<PAGE>

Employees

The Company currently employs five persons, two of which oversee the
operations of the Apartment Building, and one monitors the operations in PRC.
The Company believes that its relationship with its employees is good. If
proposal number three is approved, the Company will not employ any persons.
However, the Company intends to hire information technology employees shortly
thereafter.

Government Regulation

The Company is not aware of any government regulations in the United States
or Canada which could materially adversely affect its business or operations in
Canada. The Company's participation in the operations of the Apartment Building
are subject to significant governmental regulation in Canada and the Company
believes it is in compliance with such regulations to the extent the same are
applicable to the Company.

Properties

The Company leases its principal executive offices at 650 West Georgia
Street, Vancouver, British Columbia, Canada. The offices are suitable for the
needs of the Company.

In June 1998, the Company transferred a lease for an office at 45 Wall
Street, New York, New York to eVision USA.Com, Inc., formerly known as Fronteer
Financial Holdings, Ltd., a company of which Fai H. Chan is an officer, director
and beneficial majority stockholder.

Vancouver Hong Kong also operates the Apartment Building, composed of 60
individual residential units in a three story frame building situated at the
corner of East 12 Street and St. Andrews Avenue in North Vancouver, British
Columbia, Canada. The Apartment Building is approximately 57,340 square feet and
is situated on approximately 1,109 acres of land. It is owned by the Company,
subject to first and second mortgages. The land underlying the Apartment
Building is leased and such lease terminates on May 31, 2032, subject to earlier
termination in certain circumstances. The annual lease cost for the land is
fixed at $71,115 until the year 2010, after which time it will be renegotiated
for the remaining term.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock is quoted on the OTC Bulletin Board ("OTC").
However, there is no established public trading market for the Company's Common
Stock. The following table sets forth, for the periods indicated, the reported
high and low bid price quotations for the Common Stock for the periods such
securities have been reported on the OTC. Such quotations reflect inter-dealer
prices, but do not include retail mark-ups, mark-downs or commissions and may
not necessarily represent actual transactions.

<PAGE>

Common Stock

Six Months Ended June 30, 1999: High Bid Low Bid
- ------------------------------ -------- -------

First Quarter $ 0.045 $ 0.022

Second Quarter 0.024 0.020

Year ended December 31, 1998:
- ----------------------------

First Quarter $ 0.245 $ 0.10
Second Quarter 0.210 0.12
Third Quarter 0.130 0.09
Fourth Quarter 0.085 0.05

Year ended December 31, 1997:
- ----------------------------

First Quarter $ 1.875 $ 0.53
Second Quarter 0.813 0.34
Third Quarter 0.600 0.24
Fourth Quarter 0.265 0.11

As of June 17, 1999, there were approximately 1,447 holders of record of
the Common Stock based upon information furnished by OTR/Oxford Transfer &
Registrar Securities Agent, the transfer agent for the Common Stock. The number
of record holders does not include holders whose securities are held in street
name. The closing price of the Common Stock on January 17, 1999, the date of the
agreement between the Company and SAR, was $0.045 per share. The closing price
of the Common Stock as reported on the Bulletin Board on June 17, 1999 was
$0.022. As of June 17, 1999, there were 29,259,542 shares of Common Stock
outstanding.

The Company has never paid and does not anticipate paying any cash
dividends on its Common Stock in the foreseeable future. The Company intends to
retain all earnings for use in the Company's business operations and in the
expansion of its business.

<PAGE>

SELECTED FINANCIAL DATA

The following table sets forth selected financial data of the Company and
its subsidiaries. The selected consolidated financial data for the Company in
the table for the six months ended June 30, 1999 and 1998 and for the five years
ended December 31, 1998, 1997, 1996, 1995 and 1994, are derived primarily from
the consolidated financial statements included elsewhere herein. The data should
be read in conjunction with "Management's Discussion and Analysis of Results of
Operations and Financial Condition," the consolidated financial statements of
the Company and related notes thereto and other financial information included
elsewhere herein. All dollar amounts reflect U.S. Dollars.

Six Months Ended June 30, Year Ended December 31,
------------------------- ----------------------------------------------------------------
1999 1998 1998 1997 1996 1995 1994
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Net operating
revenues ................ $ 169,685 175,630 320,630 571,921 428,858 354,952 333,319

(Loss) income
from
continuing
operations .............. (79,827) (503,947) (1,077,133) (1,217,418) (2,061,732) (1,880,672) 27,315

Total assets ............... 1,568,210 1,939,513 1,215,766 2,388,062 10,625,380 1,723,856 1,129,696

Long-term
obligations:
Mortgage loans
payable .............. 727,096 808,253 710,277 837,966 865,594 975,108 971,611
Long-term note
payable .............. -- -- -- -- 88,744 91,415 --

Per common
share, basic
and diluted:
(Loss) income
from
continuing
operations .............. -- (0.03) (0.07) (0.08) (0.18) (0.18) 0.02

Cash dividends
per
common share ............ -- -- -- -- -- -- --
</TABLE>

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the
Consolidated Financial Statements of the Company and related Notes thereto, and
other financial information included elsewhere herein. The financial statements
of the Company are prepared in conformity with United States generally accepted
accounting principles.

Introduction

The Company was originally incorporated in 1958 and until June 1994 had
been engaged in businesses other than those it presently operates.

The Company owns an Apartment Building in North Vancouver, British
Columbia, and until June 1995 the Company's operations were comprised of that
single segment. In 1995 and 1996, the Company, through various subsidiaries,
acquired certain interests in PRC, including:

o Min You, which has an option to lease a production line in Cangzhou
Factory for cement manufacturing;
o a 70% interest in Wuhan, a PRC container manufacturer;
o an interest in the Duck Farm pursuant to which the Company operated a
duck farm in PRC; and
o an option to form Heng Li in order to develop a commercial building in
Zhangjiagang Free Trade Zone, PRC.

In the fourth quarter of 1997, the Company determined that it would
discontinue substantially all of its operations in PRC. The Divestiture
included:

o the transfer of 81% of the Company's interest in Min You to two
unrelated parties;
o effecting an agreement to reverse the acquisition of a 70% interest in
Wuhan;
o the termination of the Company's interest in the Duck Farm; and
o the termination of the Heng Li joint venture agreement.

As of December 31, 1998, the Company retained a 19% interest in Min You,
but full provisions have been made against the remaining cost of investment in
Min You, and 100% of the outstanding capital stock of Vancouver Hong Kong.

On January 18, 1999, the Company entered into an agreement with SAR Trading
Limited ("SAR") wherein SAR agreed to buy and the Company agreed to sell all of
its interests in these subsidiaries for approximately $4,838,000 in the form of
the assumption of certain liabilities. In consideration of the assumption of
liabilities, the Company agreed to issue two notes payable to SAR in the amounts
of $1,000,000 and $3,838,000. The $1,000,000 note is immediately convertible
into 20,000,000 common shares of the Company. The $3,838,000 note can be
converted into shares of common stock of the Company, in minimum increments of
$250,000 each, at the average 15 day trading price at the option of the Company
by giving seven trading days notice in writing to SAR. On June 18, 1999, the
Company agreed to offset the amounts due from related parties resulting from the

14
<PAGE>

sale, of $1,365,278 with the $3,838,000 note payable, resulting in an amendment
to the original promissory notes. The note payable for $3,838,000 was
effectively reduced to $2,472,722. The agreement with SAR is subject to the
approval of the Company's stockholders. This transaction essentially liquidates
the operations of the Company and transfers control of the Company to SAR.

On February 5, 1999, 20,000,000 shares of Common Stock of the Company were
issued to SAR in exchange for forgiveness of debt of $1,000,000.

Results of Continuing Operations

SIX MONTHS ENDED JUNE 30, 1999, AS COMPARED TO THE SIX MONTHS ENDED JUNE
30, 1998

There were no significant changes in the revenues and expenses attributable
to the operation of Vancouver Hong Kong's real estate between the six-months
ended June 30, 1999 and six-months ended June 30, 1998.

Investment income decreased from $2,879 in through June 30, 1998 to $679
through June 30, 1999. The Company has not engaged in investment activity during
the six month ended June 30, 1999. This is because of the uncertainty related to
the international securities markets. Investment income in 1999 consists of
interest income.

Consulting expense decreased from an aggregate of $62,500 for the six
months ended June 30, 1998 to nil for the six months ended June 30, 1999. This
is due to the Company's reduced use of consulting services. Interest expense
decreased from $214,505 for the six-months ended June 30, 1998 to $189,662 for
the same period in 1999. This is due to the decrease in margin loans payable.
The outstanding balance of margin loans payable amounted to $3,099,607 and
$3,136,264 at June 30, 1999, and June 30, 1998, respectively. Other operating
expenses decreased from $76,642 in 1998 to $59,040 in 1998. The decrease is due
to reduced professional fees and financial, travel and miscellaneous expenses.

YEAR ENDED DECEMBER 31, 1998 AS COMPARED TO THE YEAR ENDED DECEMBER
31, 1997

There were no significant changes in the revenues and expenses attributable
to the operation of Vancouver Hong Kong's real estate between the year ended
December 31, 1998 and the year ended December 31, 1997.

Investment income decreased from income of $138,794 through December 31,
1997 to a loss of $25,154 through December 31, 1998. The Company has not engaged
in investment activity during the year ended December 31, 1998. This is because
of the uncertainty related to the international securities markets. The net
investment loss in 1998 consists of the loss due to the expiration of the
warrants, amounting to $145,800 and interest income.

<PAGE>

Consulting expense decreased from an aggregate of $772,250 for the year
ended December 31, 1997 to $562,500 for the year ended December 31, 1998, due to
amortization period of certain consulting agreements expiring early in 1998.
Interest expense increased from $309,201 for the year ended December 31, 1997 to
$492,804 for the same period in 1998.

The Company's net loss from continuing operations was $1,077,133 for the
year ended December 31, 1998, as compared to a net loss of $1,217,418 for the
year ended December 31, 1997. The reasons for the trend are the reductions in
the other operating administrative expenses and consulting fees during the year
ended December 31, 1998.

YEAR ENDED DECEMBER 31, 1997 AS COMPARED TO THE YEAR ENDED DECEMBER
31, 1996

The Company's net loss from continuing operations for the year ended
December 31, 1997 was $1,217,418, a change of $844,314 compared to a net loss of
$2,061,732 for the year ended December 31, 1996. The decrease in the net loss
was primarily due to (i) an increase in investment income; (ii) a decrease in
consulting fees paid.

Consolidated revenues increased to $571,921 for the year ended December 31,
1997, from $428,858 for the year ended December 31, 1996. This is due to the
gains that have been recorded in connection with its investment securities.

In the operation of Vancouver Hong Kong's real estate, the Company
experienced an increase in rental income of $9,884 from 1996 to 1997. Also
property expenses decreased by $20,637 in 1997 as compared to 1996. This is
because of cost controls applied to repairs, utilities and management fee
expenses.

Operating expenses decreased from $2,490,590 in 1996 to $1,789,339 in 1997.
The decrease is primarily due to the reduced use of consultants for investor
relations and financial advice. Such expenses have declined from $1,368,567 in
1996 to an aggregate of $272,250 in 1997.

In addition to the above consulting fees, there has been an increase in
interest expense, from $121,436 in 1996 to $309,201 in 1997. This is primarily
due to the increase in margin borrowings in 1997, from $489,193 at December 31,
1996, to $3,058,295 at December 31, 1997.

The Company holds certain equity securities that are available for sale.
The Company records unrealized gains and losses, as a component of equity. The
net unrealized losses so recorded during 1997 amounted to $2,228,442. The
cumulative net losses charged to equity as of December 31, 1997 are $2,307,267.

The Company holds certain equity securities that are available for sale.
The Company records unrealized gains and losses, net of applicable taxes, as a
component of equity. The cumulative net unrealized losses so recorded as of
December 31, 1996 amounted to $78,825.

<PAGE>

Inflation

The effect on inflation on the Company's operations is not material and is
not anticipated to have any material effect in the future.

Discontinued Operations

YEAR ENDED DECEMBER 31, 1997 AS COMPARED TO THE YEAR ENDED DECEMBER
31, 1996

In 1997, the cement operation of Min You recorded sales of $306,398
compared to $540,191 in the year ended December 31, 1996. At the same time, the
net loss amounted to $157,117 in 1997 compared to a loss of $62,487 in 1996.

In 1997, the container operation of Wuhan recorded sales of $2,934,871 as
compared to $1,082,317 in 1996. At the same time, the net loss amounted to
$248,210 in 1997 compared to a loss of $241,208 in 1996.

During 1997, the Company acquired and later disposed of a 25% interest in
the Duck Farm. The aggregate of the Company's share of the loss in the Duck Farm
and the loss on disposition was approximately $300,000.

Liquidity and Capital Resources

The net cash used by operating activities for the year ended December 31,
1998 amounted to $26,606. The Company meets its working capital requirements
from the proceeds of margin loans, described below and the collection of amounts
from related parties.

During the year ended December 31, 1998, the Company did not make
additional cash investments in securities or facilities.

The net cash provided by financing activities amounted to $56,682 for the
year ended December 31, 1998. This is due primarily to the increase in the
margin loan payable.

The net cash used in operating activities for year ended December 31, 1997
amounted to $4,034,680. This was primarily due to the operating losses
experienced, increases in receivable from the container segment and the payment
of amounts that were payable to related parties. The Company met its capital
requirements from the proceeds of bank borrowings and the issuance of common
shares.

The net cash provided by financing activities amounted to $7,179,780 for
the year ended December 31, 1997. This is due to the increases in short term
borrowings, margin loans, and the issuance of common shares.

The Company's operating losses and deficiency in net tangible assets raise
substantial doubts concerning the Company's ability to continue as a going
concern. However, the Company's principal shareholder has agreed to continue to
provide the Company with necessary financial support.

17
<PAGE>

New Accounting Standards Not Yet Adopted

In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement establishes
accounting and reporting standards for derivative instruments. It requires an
entity to recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair value.
This statement is effective for years beginning after June 15, 1999, although
early adoption is permitted.

During April 1998, the AICPA Accounting Standards Executive Committee
issued Statement of Position 98-5, "Reporting on the Costs of Start-up
Activities". Generally, the Statement requires that the costs of start-up
activities shall be expensed as incurred, and that upon initial adoption an
adjustment to reflect the cumulative effect of a change in accounting principle
shall be recorded. This statement will be effective for periods beginning after
December 15, 1998, with earlier application permitted.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits," which amends the disclosure
requirements for pensions and other postretirement benefits. Adoption of the
standard will not significantly change the Company's financial statement
disclosure.

The Company believes that the effects of adopting these standards will not
be material to the Company's financial position or results of operations.

Regional Economic Developments

Several countries in Asia have recently experienced significant adverse
economic developments including substantial exchange rate fluctuations,
inflation, social unrest, increased interest rates, reduced economic growth
rates, corporate bankruptcies, declines in the market value of shares listed on
stock exchanges, emergency loan agreements with the International Monetary Fund
and government-imposed austerity measures. To date, neither the PRC nor Hong
Kong has experienced these developments will not occur in the PRC or Hong Kong
in the future, which could have a material effect on a Company's financial
condition or results of operations.

The Year 2000

The Year 2000 issue refers to the fact that many computer systems were
originally programmed using two digits rather than four digits to identify the
applicable year. When the year 2000 occurs, these systems could interpret the
year as 1900 rather than 2000. Unless hardware, system software and applications
are corrected to be Year 2000 compliant, computers and the devices they control
could generate miscalculations and create operational problems. Various systems
could be affected ranging from complex information technology ("IT") computer
systems to non-IT devices such as an individual machine's programmable logic
controller.

18
<PAGE>

To address this issue, the Company developed a corporate plan including the
formation of a team consisting of internal resources and, as deemed necessary,
third-party experts. The phases of the plan include: conducting inventory of the
affected technology and assessing the impact of the Year 2000 issue; developing
solution plans; modification or replacement; testing and certification; and
developing contingency plans. All components of software and hardware of the
Company are presently in various phases. The Company expects to have critical IT
systems tested and installed, and expects to be Year 2000 compliant by the end
of the third quarter 1999.

The Company relies on third-party suppliers for many services and the
Company may be adversely impacted if these suppliers do not make the necessary
changes to their own systems and products successfully and in a timely manner.

The total cost of the program is estimated to be insignificant.

Management of the Company believes it has an effective program in place to
resolve the Year 2000 issues. Nevertheless, since it is not possible to
anticipate all possible future outcomes, especially when third parties are
involved, there could be circumstances in which the Company would be unable to
rent apartments, take customer orders, or collect payments. In addition,
disruptions in the economy generally resulting from Year 2000 issues could
materially adversely affect the Company. The Company could be subject to
litigation for computer systems product failure, for example, equipment shutdown
or failure to properly date transaction records. The amount of potential
liability and lost revenue cannot be reasonably estimated at this time.

The Company has an informal contingency plan for its applications. The
Company is working continually with the third party suppliers of software and
related services in resolving Year 2000 issues. The Company's formal contingency
plans are currently being developed in conjunction with these suppliers. Testing
will be performed and completed by the end of the third quarter of 1999. The
Company will continue to monitor the progress of the suppliers in the resolution
of Year 2000 issues and continue to evaluate the necessity of an independent
contingency plan.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk generally represents the risk of loss that may result from the
potential change in the value of a financial instrument as a result of
fluctuations in interest and currency exchange rates, equity and commodity
prices, changes in the implied volatility of interest rate, foreign exchange
rate, equity and commodity prices and also changes in the credit ratings of
either the issuer of the financial instrument or its related country of origin.
Market risk is inherent to many non-derivative financial instruments, and
accordingly, the scope of the Company's market risk management procedures
includes all market risk sensitive financial instruments.

<PAGE>

The Company faces two types of market risk: foreign exchange rate risk and
equity price risk.

Foreign Exchange Rate Risk. Foreign exchange rate risk arises from the
possibility that changes in foreign exchange rates will impact the value of
financial instruments. When the Company buys or sells a financial instrument
denominated in a currency other than U.S. dollars, exposure exists from a net
open currency position. The Company is then exposed to a risk that the exchange
rate may move against it. At December 31, 1998 and June 30, 1999, the currency
creating foreign currency risk for the Company was the Hong Kong dollar.

Equity Price Risk. The Company is exposed to equity price risk as a consequence
of making investments in equity securities. Equity price risk results from
changes in the level or volatility of equity prices, which affect the value of
equity securities or instruments that derive their value from a particular
stock, a basket of stocks or a stock index. The Company attempts to reduce the
risk of loss inherent in its inventory of equity securities by entering into
transactions designed to mitigate the Company's market risk profile.

The Company utilizes a wide variety of market risk management methods,
including: limits for each trading activity; marking all positions to market on
a timely basis; timely profit and loss statements; and independent verification
of pricing. The Company believes that these procedures, which stress timely
communication, are the most important elements of the risk management process.

Efforts to further strengthen the Company's management of market risk are
continuous, and the enhancement of risk management systems is a priority of the
Company. This includes the development of quantitative methods, profit and loss
and variance reports, and the review and approval of pricing models.

The table below provides a comparison of the carrying amount to the fair
value of the securities owned by the Company that are classified as
available-for-sale securities.

June 30, 1999 Carrying Amount Fair Value
- ------------- --------------- ----------

Foreign Exchange Rate Risk:
Equity securities denominated in $ 782,030 $ 782,030
Hong Kong dollars

Equity Price Risk:
Equity securities* 782,030 782,030

December 31, 1998
- -----------------

Foreign Exchange Rate Risk:
Equity securities denominated in $ 439,290 $ 439,290
Hong Kong dollars

Equity Price Risk:
Equity securities* 439,290 439,290

<PAGE>

*Includes equity securities denominated in Hong Kong dollars.

In accordance with generally accepted accounting principles, securities
classified as available-for-sale securities are marked-to-market and the
resulting unrealized gain or loss is reflected in the statement of comprehensive
income. For the year ended December 31, 1998, the Company recognized unrealized
losses of $1,048,813 on the equity securities denominated in Hong Kong dollars.
For the six months ended June 30, 1999, the Company recognized $342,740 of
unrealized gains.

PRINCIPAL STOCKHOLDERS AND
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth as of June 30, 1999, the number of shares of
outstanding Common Stock beneficially owned by each of the Company's current
directors and executive officers, sets forth the number of shares of Common
Stock beneficially owned by all of the Company's current executive officers and
directors as a group, and sets forth the number of shares of Common Stock owned
by each person who owned of record, or was known to own beneficially, more than
5% of the outstanding shares of Common Stock:

Amount and Nature of
Name Beneficial Ownership(1) Percent of Class
---- ---------------------- ----------------

Fai H. Chan 20,092,886(2)(3)(4) 67.98%

Robert H. Trapp 100,000 *

All executive officers and 20,192,886(2)(3)(4)(5) 68.32%
directors as a group (2 persons)

SAR Trading Limited 13,700,000(5) 46.36%

Keow Y. Chan 2,772,886(3)(4) 9.38%

-------------------
*Less than 1%

(1) Except as indicated below, each person has sole and voting and/or
investment power over the shares listed.

(2) Includes 5,800,000 shares owned of record by Mr. Chan. Also includes
(i) 37,500 shares of Common Stock held by Inter-Asia Equities, Inc.
("Inter-Asia"); (ii) 37,500 shares of Common Stock underlying warrants
held by Inter-Asia; (iii) 258,943 shares of Common Stock held by
Excess Pension Fund, Inc. ("Fund"); and (iv) 258,943 shares of Common
Stock underlying warrants held by the Fund. Mr. Chan is an officer,
director and stockholder of Inter-Asia, and a beneficial owner of the
Fund. Excludes the 2,180,000 shares owned of record by Mr. Chan's
wife. See Footnote (4) below.

<PAGE>

(3) Mr. Chan would be deemed to beneficially own all of the shares owned
by his spouse, Keow Y. Chan.

(4) Includes (i) 258,943 shares of Common Stock held by the Fund; (iii)
258,943 shares of Common Stock underlying warrants held by the Fund;
(iv) 37,500 shares of Common Stock held by Inter-Asia; and (v) 37,500
shares of Common Stock underlying warrants held by Inter-Asia. Ms.
Chan is the president and director of Inter-Asia, and a beneficial
owner of the Fund. Excludes (i) 5,800,000 shares owned of record by
Ms. Chan's husband, Fai H. Chan. See Footnote (2) above.

(5) SAR Trading Limited is owned 100% by Mr. Fai H. Chan. These 13,700,000
shares are beneficially owned by Mr. Chan.

ACTIONS TO BE TAKEN AT MEETING

The Meeting has been called by the directors of the Company (the
"Directors") to consider and act upon the following matters:

(1) elect two Directors to serve until the next Annual Meeting of
Stockholders or until their successors are elected and qualify;

(2) reincorporate the Company by changing the state of incorporation from
Delaware to Colorado by the adoption of a Plan and Agreement of Merger
pursuant to which the Company will be merged with and into Asia
SuperNet Corporation, Inc., a Colorado corporation, which is a wholly
owned subsidiary of the Company formed specifically for the purpose of
the reincorporation and which shall be the surviving corporation;

(3) approve an agreement between the Company and SAR Trading Limited
("SAR"), a company wholly owned by Fai H. Chan, an officer, director
and shareholder of the Company, whereby the Company agreed to sell and
SAR agreed to purchase all of the operating subsidiaries of the
Company for approximately $4,838,000 in consideration for which the
Company agreed to issue to SAR $3,472,272 of convertible debt; and

(4) transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.

The holders of a majority of the outstanding shares of Common Stock of the
Company present at the Meeting in person or represented by proxy shall
constitute a quorum. If a quorum is present, Directors are elected by a
plurality of the vote, i.e., the candidates receiving the highest number of
votes cast in favor of their election will be elected to the Board of Directors.
As to all other actions voted on at the Meeting, if a quorum is present, the
affirmative vote of a majority of the shares represented in person or by proxy
at the Meeting and entitled to vote on the subject matter shall be the act of
the stockholders. Where brokers have not received any instruction from their
clients on how to vote on a particular proposal, brokers are permitted to vote
on routine proposals but not on nonroutine matters. The absence of votes on
nonroutine matters are "broker nonvotes." Abstentions and broker nonvotes will
be counted as present for purposes of establishing a quorum, but will have no
effect on the election of Directors. Abstentions and broker nonvotes on
proposals other than the election of Directors will be counted as present for
purposes of the proposals and against such proposals.

<PAGE>

PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

The number of Directors on the Company's Board of Directors has been
established by resolution of the Board of Directors as two Directors. The terms
of all of the current Directors expire at the Meeting.

The persons named in the enclosed form of Proxy will vote the shares
represented by such Proxy for the election of the two nominees for Director
named below. If, at the time of the Meeting, any of these nominees shall become
unavailable for any reason, which event is not expected to occur, the persons
entitled to vote the Proxy will vote for such substitute nominee or nominees, if
any, as they determine in their sole discretion. If elected, Fai H. Chan and
Robert H. Trapp will hold office until the annual meeting of stockholders to be
held in 2000, until their successors are duly elected or appointed or until
their earlier death, resignation or removal. The nominees for Director, each of
whom has consented to serve if elected, are as follows:

Director
Name of Nominee Since Age Principal Occupation for Last Five Years
- --------------- -------- --- ----------------------------------------

Fai H. Chan 1994 54 Fai H. Chan has been the president and
a director of the Company since June
1994 and has served as the Company's
Chief Executive Officer since June
1995. In 1998, Mr. Chan was appointed
president and chairman of the board of
directors of eVision USA.Com, Inc.,
formerly known as Fronteer Financial
Holdings, Ltd., a holding company which
among other things, owns a securities
broker/dealer located in Colorado. From
June 1993 to the present, he has been a
director of Inter-Asia Equities, Inc.,
a Canadian company. Since September
1992 to the present, he has been a
director of Heng Fung Holdings Co.,
Ltd. ("Heng Fung"), a public company in
Hong Kong, which is listed on the Hong
Kong Stock Exchange. In 1995, Mr. Chan
was appointed managing director and
chairman of Heng Fung, positions which
he still holds. In May 1998, he was
appointed a director of Global Med
Technologies, Inc. Since March 1988, he
has been chairman of the board of
directors of American Pacific Bank, a
bank in Oregon, and between April 1991
and April 1993, he was the chief
executive officer of the bank.

<PAGE>

Director
Name of Nominee Since Age Principal Occupation for Last Five Years
- --------------- -------- --- ----------------------------------------

Robert H. Trapp 1994 44 Robert H. Trapp has been the secretary
and treasurer and a director of the
Company since June 1994. In May 1998,
he was appointed a director of Global
Med Technologies, Inc. In 1997 and
1998, Mr. Trapp was appointed managing
director and director of eVision
USA.Com, Inc., formerly known as
Fronteer Financial Holdings, Ltd. Since
May 1995, Mr. Trapp has been a director
of Heng Fung Holdings Co., Ltd., a
public company in Hong Kong, which is
listed on the Hong Kong Stock Exchange.
Since April 1994, Mr. Trapp has been
the secretary of the Company. Since
February 1995, Mr. Trapp has been a
director of Inter-Asia Equities, Inc. a
Canadian company. Since July 1991, he
has also been the Canadian operational
manager of Pacific Concord Holding
(Canada) Ltd., responsible for
management, marketing, and financial
reporting operations of such company to
Pacific Concord Holding Ltd. of Hong
Kong. Between March and June 1991, Mr.
Trapp was a securities trainee at
Pacific International Securities in
Vancouver, B.C., Canada. Between
September 1985 and June 1989, Mr. Trapp
served as an executive officer and a
director of Inter-Asia Equities, Inc.

The Company's Board of Directors held two meetings during the Company's
fiscal year ended December 31, 1998. Such meetings consisted of consent
Directors minutes signed by all Directors and actual meetings at which all of
the Directors were present in person or by telephone. Each director attended
both meetings. The Company has no standing audit, nominating or compensation
committees or other similar committees of the Board of Directors.

Directors of the Company received no compensation for their services as
directors.

The Board of Directors recommends a vote in favor of the election of the
nominees listed above. In the absence of instructions to the contrary, proxies
solicited in connection with this proxy statement will be so voted.

<PAGE>

EXECUTIVE OFFICERS

The executive officers of the Company are Fai H. Chan and Robert H. Trapp,
information pertaining to whom is set forth under "Election of Directors" above.
The executive officers of the Company are elected annually at the first meeting
of the Company's Board of Directors held after each annual meeting of
stockholders. Each executive officer will hold office until his or her successor
duly is elected and qualified, until his or her death or resignation or until he
or she shall be removed in the manner provided by the Company's Bylaws.

There is no arrangement or understanding between any executive officer and
any other person pursuant to which any person was selected as an executive
officer.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and Directors and persons who own more than 10% of the
Company's outstanding Common Stock to file reports of ownership with the
Securities and Exchange Commission ("SEC"). Directors, officers and greater than
10% stockholders are required by SEC regulations to furnish the Company with
copies of all Section 16(a) forms they file.

Based solely on a review of Forms 3, 4 and 5 and amendments thereto
furnished to the Company during and for the Company's fiscal year ended December
31, 1998, there were no Directors, officers or more than 10% stockholders of the
Company that failed to timely file a Form 3, 4 or 5, other than Fai H. Chan, who
failed to timely file a Form 5.

<PAGE>

EXECUTIVE COMPENSATION

The following table provides certain information pertaining to the
compensation paid by the Company and its subsidiaries during the Company's last
three fiscal years for services rendered by Fai H. Chan, the Chief Executive
Officer and the President of the Company, and Robert H. Trapp, the Secretary and
Treasurer of the Company.

<TABLE>
<CAPTION>
Summary Compensation Table

Long Term
Annual Compensation Compensation
Fiscal ---------------------------------------- Awards
Year Other ------------
Ended Annual Securities All Other
Name and Septem- Compen- Underlying Compensa-
Principal Position ber 30, Salary($) Bonus($) sation($) Options(#) tion($)
- ------------------ ------- -------- ------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Fai H. Chan 1998 $ 500,000(1) -- -- -- --
Chief Executive 1997 500,000(1) -- -- -- --
Officer and President 1996 500,000(1) -- -- -- --
</TABLE>
_______________

(1) Pursuant to a consulting agreement with Tight Hold Investments, Ltd., a
company wholly owned by Fai H. Chan.

There were no options granted to or exercised by Fai H. Chan or Robert H.
Trapp in fiscal 1998.

TRANSACTIONS WITH MANAGEMENT AND OTHERS AND
CERTAIN BUSINESS RELATIONS

The Company maintains deposits at standard rates in accounts at American
Pacific Bank. Fai H. Chan (an officer, director and stockholder of the Company)
is an officer and/or director of such bank.

<PAGE>

The Company owns 48,535,276 shares of Common Stock of Heng Fung Holdings
Company Limited. Messrs. Chan, and Trapp (officers, directors and/or
stockholders of the Company) are officers, directors and/or stockholders of such
company.

At December 31, 1998 and 1997, a second mortgage on the apartment building
in Canada of $77,579 and related interest payable of $25,368 and $38,623,
respectively, were payable by the Company to the Silverstein Foundation, Inc., a
Panama company, in which Mr. Fai H. Chan's children have beneficial ownership
interests. The related interest expense was $8,269 in 1998, $7,774 in 1997 and
$8,947 in 1996.

On February 5, 1999, 20,000,000 shares of the Company's Common Stock were
issued to SAR in exchange for forgiveness of debt of $1,000,000.

Heng Fai Management, Inc., a wholly owned subsidiary of the Company,
entered into a consultation and management agreement with Tight Hold Investment
Limited, a company wholly owned by Fai H. Chan, president and chief executive
officer of the Company. The term of this agreement was for ten years commencing
November 1, 1996 and ending October 31, 2006. The remuneration the Company was
to pay for services rendered pursuant to this agreement as follows: (i) the sum
of $500,000 per year for the duration of the agreement, a rate of $41,667 per
month; and (ii) upon the Company meeting NASDAQ National Market System
("NASDAQ") requirements of having $4,000,000 in net tangible assets, and
obtaining the other requirements which would have enabled the Company's Common
Stock to be margined on NASDAQ and having realized at least a minimum $0.10 per
share earnings and $0.05 dividend to common stockholders, the fee would have
increased to $1,000,000 per year for the duration of the agreement, a rate of
$83,333 per month. This agreement was terminated during June 1999.

PROPOSAL NUMBER TWO

REINCORPORATION PROPOSAL

The Board of Directors believes that the best interests of the Company and
the stockholders will be served by changing the Company's state of incorporation
from Delaware to Colorado, changing the Company's name to Asia SuperNet
Corporation and effectuating a 30 to 1 reverse split of its Common Stock
("Reincorporation"). As discussed below, the principal reason for
Reincorporation is the lower costs of operating under Colorado corporate law.
Although Colorado law provides the opportunity for the Board of Directors to
adopt various mechanisms which may enhance the Board's ability to negotiate
favorable terms for the stockholders in the event of an unsolicited takeover

27
<PAGE>

attempt, the proposed Articles of Incorporation (the "Colorado Articles of
Incorporation") and Bylaws for Asia SuperNet Corporation are substantially
similar to the Company's current Certificate of Incorporation and Bylaws, with
the exception that the Colorado Articles of Incorporation increase the
authorized shares of common and preferred stock, reduces the par value of the
preferred stock and certain other alterations due to differences in Delaware and
Colorado law.

The Reincorporation will be effected by merging the Company with and into
Asia SuperNet Corporation. Upon completion of the Reincorporation, the Company
will cease to exist in accordance with the Delaware General Corporation Act
("DGCA") and Asia SuperNet Corporation will operate the business of the Company
under the name Asia SuperNet Corporation. Pursuant to the Plan and Agreement of
Merger between the Company and Asia SuperNet Corporation (the "Merger
Agreement"), thirty outstanding shares of Common Stock will automatically be
converted into one share of Asia SuperNet Corporation Common Stock, par value
$0.01 per share. It is expected that the Reincorporation will be effective as of
5:01 p.m., Mountain Time, on the Effective Date.

Asia SuperNet Corporation will assume and continue the outstanding stock
options, if any, and all other employee benefit plans of the Company. Each
outstanding and unexercised option or other right to purchase shares of Common
Stock will become an option or right to purchase the same number of shares of
Asia SuperNet Corporation Common Stock on the same terms and conditions and at
the same exercise price applicable to any such option or stock purchase right as
of the Effective Date. It is expected that the Common Stock of Asia SuperNet
Corporation will be listed on the OTC Bulletin Board and that it will trade
under the symbol "PWSF". There are no assurances that the Company's Common Stock
would trade after a reverse split at a price directly proportional to the price
that the Common Stock traded at prior to the reverse split. In most cases, the
public trading price of a security after a reverse split will be less than a
price that is proportional to the price before the reverse split.

Shareholders will have dissenters' rights of appraisal with respect to the
Reincorporation Proposal. See "Significant Differences Between the Corporation
Laws of Colorado and Delaware--Appraisal Rights." The discussion set forth below
is qualified in its entirety by reference to the Merger Agreement, the Colorado
Articles of Incorporation and the Bylaws of Asia SuperNet Corporation, copies of
which are attached hereto as Annex I, II, and III, respectively.

Principal Reasons for the Reincorporation. As the Company plans for the
future, the Board of Directors and management believe that the lower costs of
operating under Colorado corporate law will aid the Company during this
transition period and in the future. The simplicity of Colorado's corporate law
and the lower costs will enable the Company to concentrate its personnel and
financial resources towards its new business strategy as opposed to dealing with
the large regulatory system of Delaware and the high fees charged against
Delaware corporations.

28
<PAGE>

No Change in the Name, Board Members, Business, Management, Employee
Benefit Plans or Location of Principal Facilities of the Company. The
Reincorporation Proposal will effect a change in the legal domicile of the
Company, but not its physical location. The Reincorporation will not result in
any change in the name, business, management, fiscal year, assets or liabilities
(except to the extent of legal and other costs of effecting the Reincorporation)
or location of the principal facilities of the Company. The Directors of the
Company will become the Directors of Asia SuperNet Corporation. All stock
options, warrants or other rights to acquire Common Stock will automatically be
converted into an option or right to purchase the same number of shares of Asia
SuperNet Corporation Common Stock at the same price per share, upon the same
terms, and subject to the same conditions. The Company's other employee benefit
arrangements will also be continued by Asia SuperNet Corporation upon the terms
and subject to the conditions currently in effect.

Anti-takeover Implications. Colorado, like many other states, permits a
corporation to adopt a number of measures through amendment of its articles of
incorporation or bylaws or otherwise, which measures are designed to reduce the
corporation's vulnerability to unsolicited takeover attempts.

Significant Differences Between the Asia SuperNet Corporation Articles of
Incorporation and the Delaware Certificate of Incorporation. The Board of
Directors believes that the following summary of the significant differences
between the Asia SuperNet Corporation Articles of Incorporation and the Delaware
Certificate of Incorporation is a fair one. It should be understood that it is
merely a summary, does not purport to be complete and is qualified in its
entirety by reference to the Articles of Incorporation and the Delaware
Certificate of Incorporation.

Change in Par Value. The Delaware Certificate of Incorporation currently
authorizes the Company to issue up to 30,000,000 shares of Common Stock, par
value $0.10 per share, and 25,000,000 shares of Preferred Stock, par value $5.00
per share. The Asia SuperNet Corporation Articles of Incorporation provide that
Asia SuperNet Corporation will have 900,000,000 authorized shares of Common
Stock, par value $0.001 per share, and 300,000,000 shares of preferred stock,
$0.001 par value per share.

Preferred Stock. Like the Delaware Certificate of Incorporation, the Asia
SuperNet Corporation Articles of Incorporation provide that the Board of
Directors is entitled to determine the powers, preferences and rights, and the
qualifications, limitations or restrictions, of the authorized and unissued
preferred stock. Thus, although it has no present intention of doing so, the
Board of Directors, without shareholder approval, could authorize the issuance
of preferred stock upon terms which could have the effect of delaying or
preventing a change in control of the Company or modifying the rights of holders
of the Common Stock under either Colorado or Delaware law. The Board of
Directors could also utilize such shares for further financings, possible
acquisitions and other uses. The Company has not issued any shares of preferred
stock but intends to in relation to two transactions. See "The Company".

<PAGE>

Quorum. The Delaware Certificate of Incorporation and Bylaws provide that a
majority of the shares entitled to vote at any meeting shall constitute a
quorum. The Asia SuperNet Corporation Articles of Incorporation provide that
one-third of the shares entitled to vote will constitute a quorum.

Monetary Liability of Directors. The Delaware Certificate of Incorporation
and the Asia SuperNet Corporation Articles of Incorporation both provide for the
elimination of personal monetary liability of directors under certain
circumstances. For a more detailed explanation of the foregoing, see
"Significant Differences Between the CBCA and DGCL--Indemnification and
Limitation of Liability."

Loans to Officers and Employees. Under the CBCA, any loan or guaranty to or
for the benefit of a director of the corporation as a "conflicting interest
transaction" requires either: (i) approval of the majority of disinterested
directors after disclosure of material facts, (ii) approval of the shareholders
after disclosure of material facts, or (iii) that it be fair as to the
corporation. In accordance with the DGCL, the Company may make loans to,
guarantee the obligations of or otherwise assist its officers or other employees
and those of its subsidiaries (including directors who are also officers or
employees) when such action, in the judgment of the directors, may reasonably be
expected to benefit the corporation.

Voting by Ballot. The Bylaws of Asia SuperNet Corporation provide,
consistent with the CBCA, that the election of Directors at a shareholders'
meeting shall be by ballot. Under the Bylaws of the Company, the right to vote
by written ballot may be restricted if so provided in the certificate of
incorporation. The Delaware Certificate of Incorporation provides that elections
of directors need not be by ballot. As a result, the Delaware Certificate of
Incorporation does not require election of directors by ballot, unless demanded
by a shareholder of the Company, unlike the Bylaws of the Asia SuperNet
Corporation.

Compliance with the DGCL and the CBCA. Following the Meeting, if the
Reincorporation Proposal is approved by the Shareholders, the Company will
submit the Articles of Merger to the office of the Secretary of State of the
State of Colorado and the Certificate of Merger to the office of the Secretary
of State of the State of Delaware for filing.

Significant Differences Between the CBCA and the DGCL. The CBCA and the
DGCL differ in many respects. Although all the differences are not set forth in
this Proxy Statement, certain provisions, which may materially affect the rights
of the Shareholders, are as follows:

Stockholder Approval of Certain Business Combinations. In recent years, a
number of states have adopted special laws designed to make certain kinds of
"unfriendly" corporate takeovers, or other transactions involving a corporation
and one or more of its significant Shareholders, more difficult. Under Section
203 of the DGCL certain "business combinations" with "interested stockholders"
of Delaware corporations are subject to a three-year moratorium unless specified
conditions are met. Section 203 prohibits a Delaware corporation from engaging
in a "business combination" with an "interested stockholder" for three years
following the date that such person or entity becomes an interested stockholder.
With certain exceptions, an interested stockholder is a person or entity who or
which owns, individually or with or through certain other persons or entities,
15% or more of the corporation's outstanding voting stock (including any rights

<PAGE>

to acquire stock pursuant to an option, warrant, agreement, arrangement or
understanding, or upon the exercise of conversion or exchange rights, and stock
with respect to which the person has voting rights only), or is an affiliate or
associate of the corporation and was the owner, individually or with or through
certain other persons or entities, of 15% or more of such voting stock at any
time within the previous three years, or is an affiliate or associate of any of
the foregoing. For purposes of Section 203, the term "business combination" is
defined broadly to include mergers with or caused by the interested stockholder;
sales or other dispositions to the interested stockholder (except
proportionately with the corporation's other stockholders) of assets of the
corporation or a direct or indirect majority-owned subsidiary equal in aggregate
market value to 10% or more of the aggregate market value of either the
corporation's consolidated assets or all of its outstanding stock; the issuance
or transfer by the corporation or a direct or indirect majority-owned subsidiary
of stock of the corporation or such subsidiary to the interested stockholder
(except for certain transfers in a conversion or exchange or a pro rata
distribution or certain other transactions, none of which increase the
interested stockholder's proportionate ownership of any class or series of the
corporation's or such subsidiary's stock or of the corporation's voting stock);
or receipt by the interested stockholder (except proportionately as a
stockholder), directly or indirectly, of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation or a
subsidiary.

The three-year moratorium imposed on business combinations by Section 203
does not apply if (i) prior to the date on which such stockholder becomes an
interested stockholder, the board of directors approves either the business
combination or the transaction that resulted in the person or entity becoming an
interested stockholder, (ii) upon consummation of the transaction that made him
or her an interested stockholder, the interested stockholder owns at least 85%
of the corporation's voting stock outstanding at the time the transaction
commenced (excluding from the 85% calculation shares owned by directors who are
also officers of the target corporation and shares held by employee stock plans
that do not give employee participants the right to decide confidentially
whether to accept a tender or exchange offer), or (iii) on or after the date
such person or entity becomes an interested stockholder, the board approves the
business combination and it is also approved at a stockholder meeting by 66-2/3%
of the outstanding voting stock not owned by the interested stockholder.

Section 203 only applies to corporations that have a class of voting stock
that is (i) listed on a national securities exchange, (ii) authorized for
quotation on Nasdaq or (iii) held of record by more than 2,000 stockholders.
Although a Delaware corporation to which Section 203 applies may elect not to be
governed by Section 203, the Company did not so elect. Section 203 may encourage
any potential acquirer to negotiate with the Board of Directors. Section 203
also might have the effect of limiting the ability of a potential acquirer to
make a two-tiered bid for the Company in which all stockholders would not be
treated equally. Shareholders should note, however, that the application of
Section 203 to the Company confers upon the Board of Directors the power to
reject a proposed business combination in certain circumstances, even though a

<PAGE>

potential acquirer may be offering a substantial premium for the Company's
securities over the then-current market price. Section 203 may also discourage
certain potential acquirers unwilling to comply with its provisions. See
"Stockholder Voting" herein.

The CBCA does not have legislation similar to Section 203.

Removal of Directors. Under the CBCA, unless the articles of incorporation
of a corporation provide otherwise, any director or the entire board of
directors may be removed, with or without cause, with the approval of a majority
of the outstanding shares entitled to vote; however, if cumulative voting is in
effect, no individual director may be removed if the number of votes cast
against such removal would be sufficient to elect the director under cumulative
voting, and any director elected by a voting group can only be removed by that
voting group. Cumulative voting is prohibited by the Asia SuperNet Corporation
Articles of Incorporation. Under the DGCL, a director of a corporation that does
not have a classified board of directors or cumulative voting may be removed
with or without cause with the approval of a majority of the outstanding shares
entitled to vote at an election of directors. In the case of a Delaware
corporation having cumulative voting, if less than the entire board is to be
removed, a director may not be removed without cause if the number of shares
voted against such removal would be sufficient to elect the director under
cumulative voting. A director of a corporation with a classified board of
directors may be removed only for cause, unless the corporation's certificate of
incorporation otherwise provides. The Delaware Certificate of Incorporation does
not provide for a classified Board of Directors or for cumulative voting.

Staggered Board of Directors. A staggered or classified board is one on
which a certain number, but not all, of the directors are elected on a rotating
basis each year. This method of electing directors makes changes in the
composition of the board of directors more difficult, and thus a potential
change in control of a corporation a lengthier and more difficult process. The
CBCA permits a corporation to provide for a staggered board of directors by
allowing for either all, or one-half or one-third of the board to be elected
annually. Asia SuperNet Corporation has not adopted a classified board of
directors. The DGCL permits, but does not require, a classified board of
directors, pursuant to which the directors can be divided into as many classes
with staggered terms of office, with only one class of directors standing for
election each year. The Delaware Certificate of Incorporation does not provide
for a classified board of directors. The establishment of a classified board of
directors following the Reincorporation would require the approval of the
stockholders of Asia SuperNet Corporation.

Indemnification and Limitation of Liability. Both the CBCA and the DGCL
have similar provisions respecting indemnification by a corporation of its
officers, directors, employees and other agents. The laws of both states also
permit, with certain exceptions, a corporation to adopt a provision in its
articles of incorporation or certificate of incorporation, as the case may be,
eliminating the liability of a director to the corporation or its stockholders
for monetary damages for breach of the director's fiduciary duty. There are
nonetheless certain differences between the laws of the two states respecting
indemnification.

The Asia SuperNet Corporation Articles of Incorporation eliminate the
liability of the Board of Directors to the fullest extent permissible under the
CBCA. The CBCA does not permit the elimination of monetary liability for breach
of fiduciary duty as a director where such liability is based on (i) breach of
the director's duty of loyalty to the corporation or its shareholders, (ii) acts
or omissions not in good faith or which involve intentional misconduct or a

32
<PAGE>

knowing violation of the law, (iii) unlawful distributions, (iv) any transaction
from which the director directly or indirectly derived an improper personal
benefit, or (v) any act or omission occurring before the provision eliminating
liability became effective.

The Delaware Certificate of Incorporation eliminates the liability of
Directors to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director to the fullest extent permissible under the
DGCL, as such law exists currently or as it may be amended in the future. The
limitations imposed on such a provision under the DGCL are substantially similar
to the limitations imposed by the CBCA.

The CBCA permits indemnification of a person made party to a proceeding
because the person is or was a director against liability incurred in the
proceeding if (i) the person conducted himself or herself in good faith and (ii)
the person reasonably believed, in the case of conduct in an official capacity
with the corporation, that his or her conduct was in the corporation's best
interests, and in all other cases, that his or her conduct was at least not
opposed to the corporation's best interests. Additionally, in the case of any
criminal proceeding, the person must have had no reasonable cause to believe his
or her conduct was unlawful. Notwithstanding the foregoing, under the CBCA, a
corporation may not indemnify a director in connection with a derivative action
in which the director was adjudged liable to the corporation, or in connection
with any other proceeding charging that the director derived an improper
personal benefit, and in which proceeding the director was adjudged liable on
the basis that he or she in fact derived such improper personal benefit. Also,
in a derivative action, indemnification is expressly limited to the reasonable
expenses incurred in connection with the proceeding.

Under the DGCL, a corporation may indemnify a director against all
liability (including expenses) in an action other than a derivative action if
the person conducted himself or herself in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interest of the
corporation (without a distinction made, as in the CBCA, for actions taken in
"official capacity"), and with respect to criminal actions, he or she had no
reasonable cause to believe that his or her conduct was unlawful. In derivative
actions, as under the CBCA, indemnification is limited to reasonable expenses
incurred (and is subject to the same standard of conduct for non-derivative
actions), with the additional restriction that if the director is adjudged
liable to the corporation, the court deciding the proceeding must make the
special determination that the director is entitled to indemnification of
expenses notwithstanding such adverse adjudication because such person is fairly
and reasonably so entitled in view of all the circumstances. By comparison,
under the CBCA, if a corporation elects not to indemnify a director against
expenses incurred in connection with a derivative action because the director
was found not to have acted within the requisite standard of conduct, a court
may nevertheless award expenses if the court determines the director is fairly
and reasonably entitled to indemnification in light of all of the circumstances.

Under both the CBCA and the DGCL, officers, employees and agents (as well
as fiduciaries, under the CBCA) may be indemnified to the same extent as
directors.

<PAGE>

Under both the CBCA and the DGCL, a corporation must indemnify the person
made party to a proceeding because such person was a director against expenses
(including attorney's fees) where such person is successful on the merits or
otherwise in defense of such proceeding. Though, under the CBCA, this mandatory
indemnification may be limited by the articles of incorporation, the Asia
SuperNet Corporation Articles of Incorporation contain no such limitation. Also,
under the DGCL, this mandatory indemnification is extended to persons made party
to a proceeding because such person was an officer, employee or agent of the
corporation; under the CBCA, the mandatory indemnification of expenses, as may
be further limited by the articles of incorporation, is only extended to
officers of the corporation.

Under the DGCL, the corporation may advance the expenses incurred by a
director in connection with proceedings prior to a final adjudication if the
director executes an undertaking to repay such amounts if it is ultimately
determined that the director is not entitled to indemnification. The board of
directors may set other terms and conditions for the advance of expenses on
behalf of employees and agents. Under the CBCA, in addition to the undertaking
referred to above (which must be an unlimited general obligation of the
director, but need not be secured), the director must furnish a written
affirmation of the director's good faith belief that he or she has met the
requisite standard of conduct heretofore described.

Under both the DGCL and the CBCA, a "determination" must be made, based on
the facts then known to those making the determination, that indemnification
would not be precluded under applicable law. The "determination" is made by the
affirmative vote a majority of directors not party to the subject proceeding, by
independent legal counsel, or by the shareholders. The CBCA allows for a
determination by a committee where no quorum of non-party directors can be
reached; the DGCL does not require a quorum of non-party directors. Under the
CBCA, the determination is made by stockholders only if the board directs, or
cannot approve because of a lack of non-party directors; there is no such
limitation on stockholder approval under the DGCL. The "determination" must be
made in advance of indemnification and advancement of expenses under the CBCA;
however, no prior determination is required for the advancement of expenses
under the DGCL.

The DGCL and CBCA both authorize a corporation's purchase of insurance on
behalf of directors, officers, employees and agents, regardless of the
corporation's statutory authority to indemnify such person directly. The CBCA
specifically allows such insurance to be purchased from a company in which the
corporation has equity or other interests.

Under the CBCA, a corporation can indemnify officers, employees,
fiduciaries and agents (but not directors) to a greater extent than provided in
the CBCA, subject to public policy concerns, if such rights are set forth in the
articles of incorporation, bylaws, or board of director or stockholder
resolution, or by contract, though the Company does not provide such greater
indemnification. The CBCA does not provide for extended indemnification of
directors. By contrast, under the DGCL, a director's rights to indemnification
are not limited to those set forth in the DGCL, and may be expanded by bylaw,
agreement, common law, or otherwise, though limitations could be imposed by a
court on grounds of public policy.

<PAGE>

Reduction of Capital. The DGCL provides that a corporation may reduce its
capital in a variety of specified methods, including: by reducing or eliminating
the capital represented by shares of capital stock which had been retired; by
applying to an otherwise authorized purchase or redemption of outstanding shares
of its capital stock, some or all of the capital represented by the shares being
purchased or redeemed or any capital that has not been allocated to any
particular class of its capital stock; by applying to an otherwise authorized
conversion or exchange of outstanding shares of its capital stock, some or all
of the capital represented by the shares being converted or exchanged, or some
or all of any that has not been allocated to any particular class of its capital
stock, or both, to the extent that such capital in the aggregate exceeds the
total aggregate par value or the stated capital of any previously unissued
shares issuable upon such conversion or exchange; or by transferring to surplus
(i) some or all of the capital not represented by any particular class of its
capital stock, (ii) some or all of the capital represented by issued shares of
its par value capital stock, which capital is in excess of the aggregate par
value of such shares, or (iii) some of the capital represented by the issued
shares of its capital stock without par value.

The foregoing may be conducted without the approval of the corporation's
stockholders, provided that the assets remaining after the reduction are
sufficient to pay any debts not otherwise provided for. The CBCA, contains no
directly corresponding provision. The statutory scheme for capitalization of
Colorado corporations differs from the DGCL statute in that concepts such as
"capital" and "surplus" are not addressed under the CBCA statute. The effect of
this difference is not material to the rights of the stockholders.

Dividends and Repurchase of Shares. The CBCA dispenses with the concepts of
par value of shares as well as statutory definitions of capital, surplus and the
like. The concepts of par value, capital and surplus are retained under the
DGCL.

Under the CBCA, a corporation may not make any distribution (including
dividends, or repurchases and redemptions of shares) if, after giving effect to
the distribution, (i) the corporation would not be able to pay its debts as they
become due in the usual course of business, or (ii) the corporation's total
assets would be less than the sum of its total liabilities plus (unless the
articles of incorporation permit otherwise) the amount that would be needed, if
the corporation were to be dissolved at the time of distribution, to satisfy the
preferential liquidation rights of stockholders not receiving the distribution.

The DGCL permits a corporation to declare and pay dividends out of surplus
or, if there is no surplus, out of net profits for the fiscal year in which the
dividend is declared and/or for the preceding fiscal year as long as the amount
of capital of the corporation following the declaration and payment of the
dividend is not less than the aggregate amount of the capital represented by the
issued and outstanding stock of all classes having a preference upon the
distribution of assets. In addition, the DGCL generally provides that a
corporation may redeem or repurchases its shares only if the capital of the
corporation is not impaired and such redemption or repurchase would not impair
the capital of the corporation.

<PAGE>

Stockholder Voting. Under the DGCL and pursuant to the Asia SuperNet
Corporation Articles of Incorporation, as permitted by the CBCA, a majority of
the stockholders of both acquiring and target corporations must approve any
statutory merger, except in certain circumstances substantially similar under
both the CBCA and the DGCL.

Also, under the DGCL and pursuant to the Articles of Incorporation, as
permitted by the CBCA, a sale of all or substantially all of the assets of a
corporation must be approved by a majority of the outstanding voting shares of
the corporation transferring such assets. With certain exceptions, the CBCA also
requires that mergers, share exchanges, certain sales of assets and similar
transactions be approved by a majority vote of each voting group of shares
outstanding. In contrast, the DGCL generally does not require class voting,
except in certain transactions involving an amendment to a corporation's
certificate of incorporation that adversely affects a specific class of shares.
As a result, stockholder approval of such transactions may be easier to obtain
under the DGCL for companies, which have more than one class of shares
outstanding.

Interested Director Transactions. Under both the CBCA and the DGCL, certain
contracts or transactions in which one or more of a corporation's directors has
an interest are not void or voidable because of such interest provided that
certain conditions, such as obtaining the required approval and fulfilling the
requirements of good faith and full disclosure, are met. With certain
exceptions, the conditions are similar under the CBCA and the DGCL. The most
significant difference between the DGCL and the CBCA is that under the CBCA, a
corporation cannot rely on ratification or authorization of a disinterested
board of directors regarding a loan or guaranty benefiting a director unless the
stockholders have been given at least ten days written notice. The Company is
not aware of any plans of the Board of Directors to propose, authorize, or
ratify any such transaction for which notice would be required under the CBCA,
but not under the DGCL.

Stockholder Derivative Suits. The CBCA provides that the corporation or the
defendant in a derivative suit may require the plaintiff shareholder to furnish
a security bond if the shareholder holds less than 5% of the outstanding shares
of any class and such shares have a market value of less than $25,000. The DGCL
does not have a similar bonding requirement.

Appraisal Rights. Under both the CBCA and the DGCL, a stockholder of a
corporation participating in certain major corporate transactions may, under
varying circumstances, be entitled to appraisal rights pursuant to which such
stockholder may receive cash in the amount of the fair market value of his or
her shares in lieu of the consideration he or she would otherwise receive in the
transaction. Appraisal rights are available in response to similar transactions
under both the CBCA and the DGCL, except that under the CBCA, appraisal rights
are also available to a shareholder in the event of (i) a share exchange to
which the corporation is a party as the corporation whose shares will be
acquired (a transaction not specifically authorized by the DGCL), (ii) a sale,
lease, exchange or other disposition of all or substantially all of the assets
of a corporation or an entity which the corporation controls if a vote of the
shareholders is otherwise required, and (iii) a reverse stock split if the split
reduces the number of shares owned by the shareholder to a fraction of a share
or to scrip and such fraction or scrip is to be acquired for cash or voided
pursuant to the statutory procedure available under the CBCA.

<PAGE>

In addition, there are differences in the timing of payments made to
dissenting shareholders, the ability of a court to award attorneys' fees, and
the manner of determining "fair value" which may make the CBCA more favorable
from a shareholder's point of view.

Under both the DGCL and the CBCA, stockholders (i) receive prior notice of
their rights to dissent, (ii) must deliver their notice of dissent prior to the
corporate action given rise to dissenter's rights, and (iii) will receive notice
from the corporation of the effectiveness of the corporate action within ten
days. Other procedural differences between the CBCA and DGCL may be viewed as
more favorable to a dissenting stockholder.

Under the DGCL, a dissenting stockholder has 120 days to obtain from the
corporation a settlement of the fair value of his or her shares. If no
settlement is reached at that time, the stockholder may petition the Delaware
Court of Chancery to determine the fair value of the shares, after which the
corporation will be instructed to pay to the dissenting stockholder the fair
value, as determined. The court costs will be allocated among the corporation
and dissenting stockholders, as equitable, and the legal fees for dissenting
stockholders who prosecute their claims may be spread among the dissenting
stockholders as a group. Finally, in determining "fair value" the Delaware Court
of Chancery is required to consider all relevant factors, and to include
interest, but is statutorily prohibited from including "any element of value
arising from the accomplishment or expectation" of the transaction giving rise
to appraisal rights.

In contrast, under the CBCA, a dissenting shareholder may make a demand no
later than 30 days following the notice from the corporation of the maturity of
his or her appraisal rights. Upon receipt of such demand (or the effective date
of the transaction, whichever is later), the corporation must pay each dissenter
who has properly followed the procedure set forth in the CBCA an amount which
the corporation estimates to be the fair value of the dissenter's shares, plus
interest. In addition, the corporation must also deliver, among other things,
financial statements, a statement of the estimate of fair value, and an
explanation of how interest was calculated. If the dissenting shareholder is
dissatisfied with this offer, such dissenting stockholder may then, within 30
days, keep the payment, but reject the corporation's calculation of fair value
and present a counter-offer. If the corporation does not agree with the
dissenting shareholder's counter-offer, the corporation is forced to commence an
appraisal proceeding. A court will then determine the fair value of the
dissenter's shares, taking into consideration all relevant factors. The court
can also assess legal fees not only among the class of dissenters as under the
DGCL law, but against the corporation if it is determined that it is equitable
to do so and that the corporation did not substantially comply with the
procedures set forth in the CBCA. Legal fees and expenses may also be awarded to
any party if the opposing party is found to have acted arbitrarily, vexatiously
or not in good faith. Unlike the DGCL, the CBCA does not specifically prohibit
the court from taking into effect any appreciation in the fair value of the
shares attributable to the "accomplishment or expectation" of the transaction
giving rise to dissenter's rights.

Other than Proposals Two and Three, the Company does not presently intend
to take any action, which would give rise to dissenter's rights. However, should
such a transaction occur, the provisions under the CBCA may be viewed more
favorable to a shareholder than the provisions under the DGCL.

<PAGE>

Dissolution. Under the CBCA, dissolution may be authorized by the adoption
of a plan of dissolution by the board of directors, followed by the
recommendation of the proposal to the shareholders (unless because of a conflict
of interest or other circumstances the board determines it cannot make any
recommendation), then followed by the approval of shareholders entitled to vote
thereon. The CBCA provides for the approval by a majority of each voting group
entitled to vote thereon. The CBCA also provides for judicial dissolution of a
corporation in an action by a shareholder upon a showing that (i) the directors
are deadlocked in management, the shareholders are unable to break the deadlock,
and irreparable injury to the corporation is threatened or being suffered, or
the business and affairs of the corporation can no longer be conducted to the
advantage of the stockholders generally, because of the deadlock, (ii) the
directors or those in control of the corporation are acting or will act in a
manner which is illegal, oppressive, or fraudulent, (iii) the shareholders have
been deadlocked over two annual meetings in the election of directors, or (iv)
the corporate assets are being misapplied or wasted. A Colorado corporation can
also be dissolved judicially upon other grounds in a proceeding by the attorney
general, or in a proceeding by creditors, as well as by the secretary of state.
Under the DGCL, unless the board of directors approves the proposal to dissolve,
the dissolution must be approved by all the stockholders entitled to vote
thereon. Only if the dissolution is initially approved by the board of directors
may it be approved by a simple majority of the outstanding shares of the
corporation's stock entitled to vote. In the event of such a board-initiated
dissolution, the DGCL allows a Delaware corporation to include in its
certificate of incorporation a supermajority (greater than a simple majority)
voting requirement in connection with dissolutions. The Delaware Certificate of
Incorporation contains no such supermajority voting requirement, however, and a
majority of the outstanding shares entitled to vote, voting at a meeting at
which a quorum is present, would be sufficient to approve a dissolution of the
Company that had previously been approved by its Board of Directors. The DGCL
provides for dissolution by operation of law for abuse, misuse or nonuse of its
corporate powers, privileges or franchises.

Action by Consent. Under the CBCA, unless the articles of incorporation
require that a particular action is taken at a meeting of shareholders, any
action to be taken by shareholders may be taken instead by the unanimous written
consent of all shareholders entitled to vote thereon. Under the DGCL, action in
lieu of a meeting is also allowed. However, under the DGCL law, the action may
be taken by the written consent of only those stockholders required to vote in
favor of the action. Those stockholders not executing written consents (and who
would otherwise be entitled to notice of a meeting at which such action would
have otherwise taken place) must receive prompt written notice of the action
taken.

Special Meetings. The DGCL provides that a special meeting of the
stockholders may be called by the holders of shares entitled to cast not less
than 10% of the votes to be cast at the meeting. Stockholders, under the DGCL,
do not have a right to call a special meeting unless it is conferred in the
corporation's certificate of incorporation or bylaws. Neither the Certificate of
Incorporation nor the Bylaws of the Company allow for special meetings to be
called by stockholders.

<PAGE>

Other. The foregoing is an attempt to summarize the more important
comparisons between the corporation laws of the two states and does not purport
to be a complete listing of differences in the rights and remedies of holders of
shares of Colorado, as opposed to Delaware, corporations. Such differences can
be determined in full by reference to the CBCA and the DGCL. In addition, both
the CBCA and the DGCL provide that some of the statutory provisions as they
affect various rights of holders of shares may be modified by provisions in the
articles of incorporation or bylaws of a corporation. The Certificate of
Incorporation and Bylaws of the Company and the Asia SuperNet Corporation
Articles of Incorporation and Bylaws materially modify the rights of
shareholders which are generally provided under the CBCA and the DGCL in the
areas of cumulative voting and preemptive rights of shareholders, required
shareholder vote on certain matters and indemnification obligations of a
corporation to its directors, officers and agents, and the material differences
in that regard between them have been described above. See "Comparisons Between
the Asia SuperNet Corporation Articles of Incorporation and the Delaware
Certificate of Incorporation."

Conditions to Effectiveness of the Reincorporation. The effectiveness of
the Reincorporation is subject to approval of the Reincorporation Proposal by
the requisite number of the Shareholders.

Certain Federal Income Tax Consequences. The following is a summary of the
material anticipated federal income tax consequences of the Reincorporation to
Shareholders. This summary is based on the federal income tax laws as now in
effect and as currently interpreted. This summary does not take into account
possible changes in tax laws or interpretations thereof, after the date hereof,
including amendments to applicable statutes, regulations and proposed
regulations or changes in judicial or administrative rulings, some of which may
have a retroactive effect. This summary does not purport to address all aspects
of the possible federal income tax consequences of the Reincorporation and is
not intended as tax advice to any person. In particular, and without limiting
the foregoing, this summary does not consider the federal income tax
consequences to Shareholders in light of their individual investment
circumstances or to holders subject to special treatment under the federal
income tax laws (for example, life insurance companies, financial institutions,
tax-exempt organizations regulated investment companies and foreign taxpayers).
The summary does not address any consequences of the Reincorporation under any
state, local, or foreign income and other tax laws.

No ruling will be obtained from Internal Revenue Service regarding the
federal income tax consequences to the Company or the Shareholders as a result
of the Reincorporation.

If approved by the Shareholders and effected, the Reincorporation will
qualify as a "recapitalization," as described in Section 368(a)(1)(F) of the
Code and the following consequences should generally result:

o no gain or loss should be recognized by the Shareholders, the Company
or Asia SuperNet Corporation as a result of the Reincorporation;

<PAGE>

o the aggregate tax basis of the Asia SuperNet Corporation Common Stock
received by each Shareholder in the Reincorporation should be equal to
the aggregate tax basis of the Common Stock surrendered by such
Shareholder in exchange therefor; and

o the holding period of the Asia SuperNet Corporation Common Stock
received by each Shareholder should include the period for which such
Shareholder held the Common Stock surrendered in exchange therefor,
provided that such Common Stock was held by such Shareholder as a
capital asset as of the effective date of the Reincorporation.

Each Shareholder is encouraged to consult its own tax advisor regarding the
specific tax consequences of the Reincorporation to such Shareholder, including
the application and effect of federal, state, local and foreign income, and
other tax laws.

Vote Required; Appraisal Rights; Recommendation of the Board of Directors.
In order to effect the Reincorporation Proposal, the requisite number of
Shareholders must approve the Merger Agreement. The approval of the Merger
Agreement requires, under Sections 252 and 251 of the DGCL and the Asia SuperNet
Corporation Articles of Incorporation, that a quorum exist and that a majority
of the Company's outstanding Common Stock vote in favor of the Reincorporation
Proposal. Pursuant to Section 262 of the DGCA, stockholders of the Company have
appraisal rights available with respect to this proposal A copy of this section
is attached to this Proxy Statement as Exhibit A. Each stockholder electing to
demand the appraisal of such stockholder's shares shall deliver to the Company,
before the taking of the vote on this proposal, a written demand for appraisal
of such stockholder's shares. Such demand will be sufficient if it reasonably
informs the Company of the identity of the stockholder and that the stockholder
intends to demand the appraisal of such stockholder's shares. A proxy or vote
against the proposal shall not constitute such a demand.

The Board of Directors recommends that you vote in favor of the
Reincorporation Proposal. In the absence of instructions to the contrary,
proxies solicited in connection with this proxy statement will be so voted.
- ------------ of the votes cast on this proposal are required for approval of the
proposal.

<PAGE>

PROPOSAL NUMBER THREE

SUBSIDIARY SALE PROPOSAL

On January 18, 1999, the Company entered into an agreement to sell
substantially all of its subsidiaries, and, as a result, all of its assets, to
SAR Trading Limited. This agreement, as amended, is attached as Exhibit B to
this Proxy Statement. SAR is engaged in the business of investment holdings. Its
principal executive offices are located at Tropic Isle Building, P.O. Box 438,
Road Town, Tortola, British Virgin Islands and its telephone number is :
852-2258- 6888. SAR is a company wholly owned by Fai H. Chan, an officer,
director and shareholder of the Company. As consideration for the subsidiaries,
SAR has agreed to assume $4,838,000 of certain liabilities of the subsidiaries.

The subsidiaries of the Company and their principal business are as
follows:

o Vancouver Hong Kong Properties Limited, a Canadian corporation engaged
in the business of property investments.

o Heng Fai Management Inc., a British Virgin Islands corporation engaged
in the business of management.

o Heng Fai China & Asia Industries Limited, a Hong Kong corporation
engaged in the business of investment holdings.

o Heng Fai China Industries Limited, a Hong Kong corporation engaged in
the business of investment holdings.

o Worldwide Container Company Limited, a Hong Kong corporation engaged
in the business of investment holdings.

o Heng Fai China Industries Acquisition Limited, a Hong Kong corporation
is not currently engaged in business.

o Greatly Hong Kong Limited, a Hong Kong corporation engaged in the
business of investment holdings.

o Changhou Min You Cement Co., Ltd., a corporation organized in the
People's Republic of China engaged in the business of cement
manufacturing.

The debt payable to SAR will be in the following form:

o $1,000,000 note convertible into the Company's Common Stock at a
conversion price of $0.05 per share; and

<PAGE>

o $2,472,722 non-interest bearing note convertible into the Company's
Common Stock (at the average trading price of the Company's Common
Stock) upon seven days' prior notice to SAR (convertible only in
increments of $250,000 or more).

The Company executed the SAR Agreement because management desires to purge
its balance sheet of its liabilities and to refocus the operations of the
Company away from the operations of its subsidiaries and towards Internet based
operations.

If the SAR Agreement is approved by the shareholders the transfer of the
subsidiaries will be treated under purchase accounting rules.

At December 31, 1998, the unaudited pro forma effect carrying out the SAR
agreement as if they had occurred on that date and assuming all notes are
converted into common stock is summarized as follows:

June 30, June 30,
1999 Pro forma 1999
(actual) adjustments (pro forma)
-------- ----------- -----------

Total assets ................ $ 1,568,210 $ 168,871 (1) $ 371,803

(1,365,278)(2)
========== ========== ==========

Total current liabilities ... $ 4,670,442 $(4,488,781)(1) $ 181,661

Mortgage loans .............. 727,096 (727,096)(1) --
payable

Notes payable ............... -- 3,837,550(1) 2,472,272
(1,365,278)(2)
---------- ---------- ----------
Total liabilities ........... 5,397,538 (2,743,605) 2,653,933
---------- ---------- ----------
Shareholders' deficit ....... $(3,829,328) 1,546,748(1) $(2,282,580)
========== ========== ==========

(1) To reflect the effect of the sale of all the interests in majority of
its subsidiaries by way of the assumption of the liabilities and the
effect of the issuance of the note payable and the conversion of the
$1,000,000 note into 20,000,000 common shares of the Company.

(2) To reflect the effect of setting off the amounts due from related
parties of $1,365,278 with the $3,838,000 note payable. The amounts
due from related parties arise from the de-consolidation of the
subsidiaries sold and represented intercompany receivables.

<PAGE>

The sale of the subsidiaries to SAR effectively eliminates all activity of
the Company and accordingly, all revenue and expense amounts. The pro forma
statement of operations for the Company would reflect zero balances for all
significant line items. Therefore, the pro forma statement of operations has not
been presented.

The Board of Directors recommends a vote in favor of the approval of the
Subsidiary Sale Proposal. In the absence of instructions to the contrary,
proxies solicited in connection with this proxy statement will be so voted. of
the votes cast on this proposal are required for approval of the proposal.

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of Deloitte Touche Tohmatsu, the Company's principal
independent accountants for the three fiscal years ended December 31, 1998, are
not expected to be present at the Meeting.

STOCKHOLDER PROPOSALS

Proposals of stockholders intended to be presented at the next annual
meeting of the Company's stockholders must be received by the Company within a
reasonable time prior to the mailing of the proxy statement for such Meeting but
no later than _____________, 1999.

Proxies that confer discretionary authority will not be able to be voted on
stockholder proposals which stockholders do not request be included in the
Company's proxy statement to be used in connection with the Company's next
Annual Meeting of Stockholders if by ___________, 2000, the stockholder provides
the Company with advance written notice of such proposal. Therefore, if a
stockholder fails to so notify the Company of such a stockholder proposal by
___________, 2000, proxies that confer discretionary authority will be able to
be voted when the proposal is presented at the next Annual Meeting of
Stockholders.

SOLICITATION OF PROXIES

The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to stockholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary
to obtain a quorum, officers and regular employees of the Company may make
solicitations of proxies by telephone or electronic facsimile or by personal
calls. Brokerage houses, custodians, nominees and fiduciaries will be requested
to forward the proxy soliciting material to the beneficial owners of the
Company's shares held of record by such persons and the Company will reimburse
them for their charges and expenses in this connection.

<PAGE>

OTHER BUSINESS

The Company's Board of Directors does not know of any matters to be
presented at the Meeting other than the matters set forth herein. If any other
business should come before the Meeting, the persons named in the enclosed form
of Proxy will vote such Proxy according to their judgment on such matters.

BY ORDER OF THE BOARD OF DIRECTORS

ROBERT H. TRAPP, SECRETARY

Denver, Colorado
__________, 1999

<PAGE>

EXHIBIT A

<PAGE>

EXHIBIT B

AMENDMENT TO ASSET SALE AGREEMENT

This first amendment to the January 18, 1999 Asset Sale Agreement between
Powersoft Technologies, Inc., Vendor, and SAR Trading Limited, Purchaser, is
made and entered into this 18th day of June, 1999 by and between:

POWERSOFT TECHNOLOGIES, INC.
1088-650 West Georgia Street
PO Box 11586
Vancouver, B.C.
Canada V6B 4N8

(hereinafter "Vendor")

AND

SAR TRADING LIMITED
Tropic Isle Building
P.O. Box 438
Road Town, Tortola
British Virgin Islands

(hereinafter "Purchaser")

RECITALS

A. The original January 18, 1999 agreement (Original Agreement) is attached
hereto as Exhibit A and is incorporated herein by reference.

B. Vendor and Purchaser desire to amend the Original Agreement.

NOW THEREFORE, the parties hereto agree as follows:

1. The Vendor shall, and does hereby, sell 100% of its VHKP, HFCA, HFCI,
HFCIA, HFM, WCC and GHK shares to the Purchaser. In consideration of
the Purchaser's assumption of liabilities totaling U.S. $3,472,722.00
from the Vendor subsidiaries, namely VHKP, HFCA, HFCI, HFCIA, HFM, WCC
and GHK, the Vendor hereby agrees to issue two notes payable to the
Purchaser for a total of U.S. $3,472,722.00.

a. Note I shall be for U.S.$1,000,000.00, to be converted into shares at
$0.05 (five cents) per share immediately upon receipt.

<PAGE>

b. Note II shall be for U.S. $2,472,722.00. This amount represents
$3,838,000.00 payable by Vendor to Purchaser, (as agreed upon in the
original Asset Sale Agreement dated January 18, 1999), less
$1,365,278.00, which has since become payable by Purchaser to Vendor
as the result of an assignment agreement attached hereto as Exhibit B.

c. Note II shall be non-interest bearing and can be convertible into the
Vendor share at fifteen trading days average price at the option of
the Vendor by giving seven trading days notice in writing to the
Purchaser. The Note can be converted at a minimum of $250,000.00 per
conversion.

2. The Vendor warrants to the Purchaser that, at the time of closing, the
liability will not exceed U.S.$3,472,722.00.

IN WITNESS WHEREOF the Parties hereto execute this amendment, which shall be
effective as of the 18th day of June, 1999.

POWERSOFT TECHNOLOGIES, INC.

/s/ Robert H. Trapp
- -------------------------------------
Robert H. Trapp, Director
POWERSOFT TECHNOLOGIES, INC.

SAR TRADING LIMITED

/s/ Fai H. Chan
- -------------------------------------
Fai H. Chan, Director
SAR TRADING LIMITED

<PAGE>

ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT between Mr. Fai H. Chan and SAR Trading Limited,
is made and entered into this 18th day of June, 1999 by and between:

FAI H. CHAN
President, SAR TRADING LIMITED
Tropic Isle Building
P.O. Box 438
Road Town, Tortola
British Virgin Islands

(hereinafter "Assignor")

AND

SAR TRADING LIMITED
Tropic Isle Building
P.O. Box 438
Road Town, Tortola
British Virgin Islands

(hereinafter "Assignee")

AND

POWERSOFT TECHNOLOGIES, INC.
1088-650 West Georgia Street
PO Box 11586
Vancouver, B.C.
Canada V6B 4N8

(hereinafter "Creditor")

THE PARTIES HERETO AGREE AS FOLLOWS:

1. The Assignor has heretofore owed a debt of $1,365,278.00 to Powersoft
Technologies, Inc., (hereinafter "Creditor"), whose address is 1088-650
West Georgia Street, Vancouver, British Columbia V6B 4N8.

<PAGE>

2. Assignor hereby assigns the $1,365,278.00 liability to Assignee.

3. Assignee accepts said assignment, including all the terms of the original
contract between Creditor and Assignor, which contract is incorporated
herein by reference.

4. Creditor agrees to said assignment.

IN WITNESS WHEREOF the Parties hereto execute this assignment agreement, which
shall be effective as of the 18th day of June, 1999.

/s/ Fai H. Chan
-------------------------------------
Fai H. Chan, President
SAR TRADING LIMITED

/s/ Fai H. Chan
-------------------------------------
Fai H. Chan, Director
SAR TRADING LIMITED

/s/ Robert H. Trapp
-------------------------------------
Robert H. Trapp, Director
POWERSOFT TECHNOLOGIES, INC.

<PAGE>

AGREEMENT TO CANCEL MANAGEMENT CONTRACT

This Agreement is made and entered into this 18th day of June, 1999 by and
between:

POWERSOFT TECHNOLOGIES, INC.
1088-650 West Georgia Street
P.O. Box 11586
Vancouver, B.C.
Canada V6B 4N8

AND

HENG FAI MANAGEMENT, INC.
10TH Floor, Lippo Protective Tower
231-235 Gloucester Road
Wanchai, Hong Kong

THE PARTIES hereby agree to cancel the management contract entered into on
November 1, 1996 by and between the owners of Powersoft Technologies, Inc., and
Heng Fai Management, Inc., pursuant to which Powersoft Technologies, Inc. was
required to pay U.S.$500,000.00 per year to Heng Fai Management, Inc.

This agreement shall be effective as of June 18, 1999.

POWERSOFT TECHNOLOGIES, INC.

/s/ Robert H. Trapp
-------------------------------------
Robert H. Trapp, Director

SAR TRADING LIMITED

/s/ Fai H. Chan
-------------------------------------
Fai H. Chan, Director

<PAGE>

PROXY

POWERSOFT TECHNOLOGIES INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD 15, 1999

The undersigned hereby constitutes and appoints Fai H. Chan and Robert H.
Trapp, and each of them, the true and lawful attorneys and proxies of the
undersigned with full power of substitution and appointment, for and in the
name, place and stead of the undersigned, to act for and to vote all of the
undersigned's shares of $0.01 par value common stock ("Common Stock") of
Powersoft Technologies Inc. (the "Company") at the Annual Meeting of
Stockholders (the "Meeting") to be held in the Board Room of eVision USA.Com,
Inc., One Norwest Center, 1700 Lincoln Street, 31st Floor, Denver, Colorado
80203, on ____________, 1999, at 10:00 a.m. Mountain Time, and at all
adjournment(s) thereof for the following purposes:

(1) Election of Directors;

[ ] FOR THE DIRECTOR [ ] WITHHOLD AUTHORITY TO VOTE
NOMINEES LISTED BELOW FOR ALL NOMINEES LISTED
(EXCEPT AS MARKED TO
THE CONTRARY BELOW)

INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW.

Fai H. Chan
Robert H. Trapp

<PAGE>

(4) transact such other business as may lawfully come before the Meeting
or any adjournment(s) thereof.

The undersigned hereby revokes any proxies as to said shares heretofore
given by the undersigned and ratifies and confirms all that said attorneys and
proxies lawfully may do by virtue hereof.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, THEN THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
AT THE MEETING FOR THE ELECTION OF THE DIRECTORS AND FOR THE OTHER ITEMS LISTED
ABOVE.

It is understood that this proxy confers discretionary authority in respect
to matters not known or determined at the time of the mailing of the Notice of
Annual Meeting of Stockholders to the undersigned. The proxies and attorneys
intend to vote the shares represented by this proxy on such matters, if any, as
determined by the Board of Directors.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders and the Proxy Statement and Annual Report to Stockholders
furnished therewith.

Dated and Signe

------------------------------------, 1999

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

Signature(s) should agree with the name(s)
stenciled hereon. Executors,
administrators, trustee, guardians and
attorneys should so indicate when signing.
Attorneys should submit powers of
attorney.