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 December 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 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_____<:P12,2,> As of December 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: 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 December 31, 1996 (Unaudited) ASSETS December 31, 1996 December 31, 1995 (Note 1) CURRENT ASSETS				 Cash			$ 215,254				$ 224,085 Accounts receivable	 0 	 62,049 Other receivable	 0	 164,920 Inventories		 0				 413,288 Prepaid expenses	 0		 19,242 Total Currents Assets	 0		 883,584 FIXED ASSETS (NET)	 0			 323,951 CONSTRUCTION IN PROCESS	 0	 6,568 OTHER ASSETS	172,395 (Note 2) 		 	0	 Organization costs	 0		 21,351 TOTAL ASSETS	 387,649		 1,235,454 LIABILITIES AND STOCKHOLDERS EQUITY CURRENT LIABILITY		 Short-term loans	 0 				 542,169 Notes payable		 0 				 54,718 Accounts payable	 0			 109,983 Taxes payable		 0 	 (21,890) Advances from customers 	0	 3,874 Other payable 0 			 122,287 Total Current Liabilities	0			 811,141 MINORITY INTEREST	 0		 64,838		 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		 358,823 Retained Earnings (Deficit) (7,009) 	 (26,287) Total Stockholders' Equity	 387,649	 	 359,477 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 387,649 1,235,454 The accompanying notes are an integral part of these consolidated financial statements. LOTUS PACIFIC, INC. CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTH ENDING DECEMBER, 1996 December 31, 1996		December 31, 1995 Sales 0 136,478 Cost of Goods Sold 	0				 112,065		 Gross Profit 		0				 24,414		 Operating Expenses 	0	 			 (17,994)		 Income from Operations	 0	 6,420 		 Other income (Expenses), Net 			 Miscellaneous Income (Expense) Interest Expense, Net 631 (7,295) Net Income 		631 (875) Minority Interest Income (a) 	 0	 608 Consolidated Net Income 631	 (267) Gain/Loss Per Share	 0.00 		 0.00 LOTUS PACIFIC, INC. STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDING DECEMBER 31, 1996 December 31, 1996	December 31, 1995	 CASH FLOW FROM OPERATION ACTIVITIES Net Income		 $ 631			$ (267)			 Additions: Increase in accounts payable 	0			 (5,405) Increase in other payable	 43			 16,721 Increase in customer advance	 0		 0	 Subtractions: Increase in accounts receivable 0		 579 Increase in prepaid expenses 0 3,338 Increase in inventory 		0		 (4,324) Increase in other receivable	 0		 (38,263) Increase in tax receivable 	0			 (881) Increase in other assets 	0 	 4,310 Net Cash Flow From Operations	 674		 (16,994) CASH FLOW FROM INVESTING ACTIVITIES: Increase in minority interest	 0			 3,422 Issue common stocks 		0			 0 Acquisition of equipment 	0		 0 Net Cash Flow From Financing Activities	0	 3,422	 CASH FLOW FROM FINANCING ACTIVITIES: Increase in notes payable	 0			 0 Increase in loan payable 	0			 0 Net Cash Flow from Financing Activities	 0	 0 NET INCREASE IN CASH AND CASH EQUIVALENTS 674	 (13,572) CASH & CASH EQUIVALENT AT BEGINNING OF THE PERIOD 214,579	 237,657 CASH & CASH EQUIVALENT IN ENDING OF THE PERIOD 215,254 224,085 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 Far East and in the U.S. 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: January 10, 1997