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 September 30, 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 organization) 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 13 or 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 September 30, 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: Consolidated Balance Sheets (4) Consolidated Statement of Operation (5) Consolidated Statement of Cash Flows (6) Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations (7) PART II Other Information (8) Item 1. Exhibits (8) Part I FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS The accompanying unaudited 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 have been included. LOTUS PACIFIC, INC. CONSOLIDATED BALANCE SHEETS September 30, 1996 (Unaudited) ASSETS 		September 30, 1996		September 30, 1995 (Note 1) CURRENT ASSETS				 Cash $215,560 $ 237,657 Accounts receivable	 			 0 		 62,628 Other receivable		 		 0 126,657 Inventories			 0		 408,964 Prepaid expenses		 		 0 22,580 Total Currents Assets				 0	 	 858,486 FIXED ASSETS (NET) 			 0 331,149 CONSTRUCTION IN PROCESS		 0		 6,568 OTHER ASSETS			 172,395 (Note 2)		 		 Organization costs		 		 0		 21,350 TOTAL ASSETS			 387,955		1,217,253 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITY		 Short-term loans				 0 		 $ 542,169 Notes payable					 0 		 54,718 Accounts payable 		 0 115,388 Taxes payable	 	 0 (22,771) Advances from customers 			 0	 3,874 Other payable 		 0 		 105,566 Total Current Liabilities		 0 798,944 MINORITY INTEREST 	 0 61,416		 STOCKHOLDERS' EQUITY Preferred Stock, $.001 par value, 100,000 shares authorized, issued and outstanding 4 4 		 Common Stock, $.001 par value,			 50,000,000 shares authorized, issued and outstanding 26,937 26,937 	 Additional paid-in capital 367,717 355,972 Retained Earnings (Deficit) (6,703) (26,020) Total Stockholders' Equity 387,955 357,193 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 387,955 1,217,253 The accompanying notes are an integral part of these consolidated financial statements. LOTUS PACIFIC, INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTH ENDING SEPTEMBER, 1996 					September 30, 1996		September 30, 1995 Sales 			0	 			$ 641,176 Cost of Goods Sold 	0 382,367 Gross Profit 	0	 			 258,809		 Operating Expenses	 	0 (128,367)		 Income from Operations 			0	 130,542 	 Other income (Expenses), Net 			 Miscellaneous Income (Expense) Interest Expense, Net			 834				 (120,187) Net Income				 834				 10,355 Minority Interest Income (a) 0 5,030 Consolidated Net Income	 834	 5,325 Gain/Loss Per Share 0.00 0.00 LOTUS PACIFIC, INC. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDING SEPTEMBER 30, 1996 September 30, 1996	September 30, 1995	 CASH FLOW FROM OPERATION ACTIVITIES Net Income				 $ 834			$ 5,325			 Additions: Increase in accounts payable			0			110,988 Increase in other payable			0			105,988 Increase in customer advance 0 3,874 Subtractions: Increase in accounts receivable		0			(62,628) Increase in prepaid expenses			0			(22,580) Increase in inventory				0		 (408,964) Increase in other receivable			0	 (126,657) Increase in tax receivable			0			(22,771) Increase in other assets			0			(21,350) Net Cash Flow From Operations		0		 (439,197) CASH FLOW FROM INVESTING ACTIVITIES: Increase in minority interest			0			 61,416 Issue common stocks				0			134,560 Acquisition of equipment			0			(337,717) Net Cash Flow From Financing Activities	0			596,887	 CASH FLOW FROM FINANCING ACTIVITIES: Increase in notes payable			0 	 54,718 Increase in loan payable			0			542,169 Net Cash Flow from Financing Activities	0			 596,887 NET INCREASE IN CASH AND CASH EQUIVALENTS	 834	 15,949 CASH & CASH EQUIVALENT AT BEGINNING OF THE PERIOD 214,726	221,408 CASH & CASH EQUIVALENT IN ENDING OF THE PERIOD 15,560 237,657 Notes: Note 1: The company had 70% equity interest in Shanghai Union Auto-Bicycle Co, Ltd. The minority interest adjustment was based on the book value of the acquired net assets by the end of September 1995 which was deemed to be the fair value. Note 2: On June 28, 1996, the Company exchanged its investment in Shanghai Union for 5% of the outstanding common stock of Rightiming Electronics Corp. (Rightiming). Rightiming was incorporated to design and manufacture electronic software and other products to be marketed in the Far East. Five percent of Rightiming's stockholder's equity was $268,018 upon the date of acquisition. The Company recorded its investment in Rightiming at the value of its investment in Shanghai Union, on the date of the exchange, $172,395. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. Results of Operation The company is not in operation. The company is currently looking for business opportunities both in the U.S. and in the Far East. Liability and capital Resources As of September 30, 1996, the Corporation has 26,937,054 shares of common stock outstanding and 4,300 shares of Series A Preferred Stock outstanding. Part II OTHER INFORMATION Item 1 Exhibits. None. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Lotus Pacific, Inc. By: (s) Tom H. Gong Vice President and Treasurer Dated: November 8, 1996