SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 10-Q (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 1996 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 33-3272-W LOTUS PACIFIC, INC. (Exact name of registrant as specified in its charter) Delaware (State of Incorporation) 52-1947160 (I.R.S. Employer Identification Number) 235 Route 22 East, Greenbrook, New Jersey 08812 (Address of principal executive offices) (908) 752-5899 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the proceeding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes _X_ No __ (2) Yes _X_ No __ As of March 31, 1996, the Registrant had outstanding 26,937,054 shares of Common Stock, par value $.001 per share and 4,300 shares of Series A Preferred Stock. Lotus Pacific, Inc. Table of Contents Part I Financial Information Item 1: Condensed Balance Sheet (4) Condensed Income Statement (5) Condensed Statement of Cash Flow (6) Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (8) Part II Other Information Item 1: Legal Proceedings (9) Item 2: Change in the Rights of the Registrant's Holders (9) Item 3: Defaults by Registrants on its Senior Securities (9) Item 4: Submission of Matters to a Vote of Securities Holder (9) Item 5: Other Information (9) Part I Financial Information Item 1. Financial Statements The accompanying unaided financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for completing financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation. Lotus Pacific, Inc. Condensed Balance Sheets March 31, 1996 (Unaudited) March 31, 1996 March 31, 1995 Assets Current Assets Cash $ 331,656 $ 231,385 Accounts receivable 69,972 68,125 Other receivable 224,107 134,695 Inventories 399,201 471,156 Prepaid expenses 17,045 28,909 Total Current Assets 1,041,981 1,316,025 Fixed Assets (Net) 320,352 409,289 Construction in Process 6,568 5,116 Other Assets Organization costs 21,351 21,351 Total Assets 1,390,252 1,316,025 Liabilities and Stockholders Equity Current Liabilities Short-term loan 542,169 703,976 Notes payable 16,887 0 Accounts payable 226,016 87,648 Taxes payable (21,016) 527 Advances from Customers 3,874 6,283 Other payable 166,797 128,473 Total Current Liabilities 934,727 926,908 Minority Interest 73,495 53,573 Stockholders' Equity Preferred Stock, $0.001 par value, 4 4 100,000 shares issued, 4,300 issued & outstandingCommon Stock, $0.001 par value, 50,000,000 shares authorized, 26,937,054 issued & outstanding 26,937 26,937 Additional Paid-in Capital 358,823 358,823 Retained Earnings (Deficit) (3,735) (50,221) Translation Adjustment 0 0 Total Stockholders' Equity 382,029 335,543 Total Liabilities & Stockholders' Equity 1,390,252 1,316,024 Lotus Pacific, Inc. Condensed income Statement for the Three Month Ending March 31, 1996 (Unaudited) March 31, 1996 March 31, 1995 Sales $ 349,443 $ 185,126 Cost of Goods Sold 257,645 107,850 Gross Profit 91,797 77,277 Operating Expenses (47,135) (12,826) Income from Operations 44,662 64,451 Other income (Expenses), Net Miscellaneous Income (Expense) Interest Expense, Net (13,452) (73,921) Net Income 31,210 (9,470) Minority Interest Income 8,658 (2,841) Consolidated Net Income 22,552 (6,629) Gain/Loss Per Share 0 0 Lotus Pacific, Inc. Statement of Cash Flow for The Three months Ending March 31, 1996 Net Income $ 22,552 Additions: Increase in accounts payable 116,033 Increase in other payable 3,599 Increase in accumulated depreciation 44,511 Subtractions: Increase in accounts receivable (7,923) Decrease in prepaid expenses 2,197 Decrease in inventory 14,089 Increase in other receivable (59,187) Increase in tax receivable 874 Net Cash Flow From Operations (49,950) Cash Flow Investment Activities: Increase in Minority Interest 8,656 Issue Common Stock 0 Acquisition of Equipment 0 Net Cash Flow From Financing Activities 8,656 Cash Flow from Financing Activities: Increase in notes payable (37,831) Increase in loan payable 0 Net Cash Flow From Financing Activities (37,831) Net Increase in Cash and Cash Equivalents 107,571 Cash & Cash Equivalents at Beginning of the Period 224,085 Cash & Cash Equivalents at the Ending of the Period 331,656 Notes to Consolidated Financial Statements 1. Basis of Presentation On September 29, 1995, Lotus pacific, Inc. (the "Company") acquired shanghai Union Auto- Bicycle Co., Ltd. which was accounted for as a purchase. All financial date of the Company, including the company's previously issued financial statements for the period presented in this Form-10-Q, have been restated to include the historical financial information of Shanghai Union Auto-Bicycle Co. Ltd. in accordance with generally accepted accounting principles and pursuant to Regulated S-X. The unaudited consolidated financial statements, prepared by the Company, include the accounts of the Company's subsidiary. In the opinion of management, these unaudited financial statements included all adjustments necessary for a fair presentation of the Company's financial positions of march 31, 1996, and the results of operation and cash flows for the quarter ended March 31, 1996. These financial statements should be read in conjunction with the financial statements and related notes thereto for the fiscal year ended June 30, 1995 included in the Company's fiscal 1995 Form 10-K. 2. Net Income Per Share Net income per common and equivalent share is computed based on the weight average number shares during the period. 3. Business Combination On September 29, 1995, the Company acquired Shanghai Union Auto-Bicycle Co.,Ltd. By issuing 560,000 restricted shares of common stock for 70% equity interest of Shanghai Union Auto-Bycycle Co., Ltd. Shanghai Union Auto-Bicycle Co., Ltd. is licensed to manufacture and sell automated bicycles and parts. The acquisition was accounted for as a purchase. 4. Foreign Exchange The financial Statements for the Company's subsidiary Shanghai Union Auto-Bicycle Co., Ltd. Operating in China are genearlly measured by using the local currency, Renminbi(RMB), as functional currency. The exchange rate adopted in the translation of RMB to The U.S. dollar is applicable Bank of China official rate which would be settled by the Chinese government. Item 2 Management's Discussion and Analysis of Financial Condition and results of Operations 1. Results of Operarions Lotus Pacific, Inc. has conducted no operational business in the U.S. during the three months ended March 31, 1996. The result of operation of its subsidiary, Shanghai Union Auto-Bicycle Co. Ltd., is reflected in the enclosed quarterly financial statements. 2. Liabilities and Capital Resources The Company continues to explore offshore business opportunites. Part II Other Information Item 1. Legal Proceedings None. Item 2. Changes in the Rights of the Registrant's Holders None. Item 3. Defaults by the Registrants on its Senior Securities None. Item 4. Submission of Matters to A Vote of Securities Holders None. Item 5. Other Information None. Signatures Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant had duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: February 12, 1996 Lotus Pacific, Inc. /S/ Thomas H. Gong Vice President & Treasurer