SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-KSB/A
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 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)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) filed all reports required by Section 13 or
15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes ___X___
No ________
The aggregate, market value of the common stock held by non-affiliates
as ofJune 30, 1996: Not Determinable.
Shares outstanding of the issuer's common stock as of June 30, 1996:
26,937,054 shares.
The issuer had $ 22,164 in revenue for the year ended June 30, 1996.
Part I
Item 1. Description of Business.
(a) General Development of Business
Lotus Pacific, Inc. (the "Registrant" or "Company"), was incorporated under
the laws of the State of Delaware on June 25, 1985. The Registrant was
organized to raise capital and to investigate and acquire any suitable asset,
property or other business opportunity which, in the opinion of management,
would be in the best interests of the Company.
In April 1987, the Company completed a public offering of securities
registered on Form 3-18 with the Securities and Exchange Commission. The
Company completed a business acquisition in January 1991, and pursued a
specified business program until March 1993. In June 1993, the company
disposed of all of its interests in other entities and ceased to have any
business operations.
In September 1994, the Company completed a transaction wherein it sold
7,000,000 shares of its common stock (after giving effect to a 1 for 50
reverse stock split) for $7,000, and sold 43,000 shares of Series A Preferred
Stock for $43,000 to Lotus International Holding Corp. The company also sold
1,000,000 shares of common stock to other persons for $1,000. In connection
with said transactions the Company appointed new officers and directors and
changed its corporate name to Lotus Pacific, Inc.
In March 1995, the Company issued 18,000,000 shares of its common stock to
Lotus International Holdings Corp. for $180,000.
In September 1995, the Company entered into a Stock Exchange Agreement
wherein it acquired a 70% equity interest in Shanghai Union Auto-Bicycle Co.,
Ltd. ("Shanghai Union"), a company located in Shanghai, China. The regi-
strant issued 560,000 restricted shares of its common stock as the sole
consideration given for the 70% interest in Shanghai Union. In June 1996,
the registrant entered into a second Stock Exchange Agreement wherein it
exchanged the 70% equity interest in Shanghai Union with a Hong Kong company
for 112,000 shares of common stock of Rightiming Electronics Corp., a Delaware
corporation.
The Company currently has 26,937,054 shares of common stock issued and
outstanding.
(b) Financial information about Industry Segments
The registrant does not presently have separate industry segments.
(c) Narrative Description of the Business.
The Company's business plan is to seek one or more potential business
ventures, which, in the opinion of management, may warrant involvement by the
company. The Company will only acquire business which can generate or provide
audited financial statements.The company recognizes that because of its
limited financial, managerial and other resources, the number of suitable
potential business ventures which may be available to it will be extremely
limited. The Company's principal business objective will be to seek long-term
growth potential in the business venture in which it participates rather than
to seek immediate, short-term earnings. In seeking to attain the Company's
business objective, it will not restrict its search to any particular business
or industry, but may participate in business ventures of essentially any kind
or nature, including, but not limited to, finance, high technology, manu-
facturing, natural resources, service, research and development, communications,
insurance, brokerage, transportation and others. Management's discretion is
unrestricted and it may participate in any business venture whatsoever, which
may meet the business objectives discussed herein. It is emphasized that the
business objectives discussed are extremely general and are notintended to
be restrictive upon the discretion of management.
Item 2. Properties.
The registrant has the total cash assets of $213,081.83 as of June 30, 1996.
The Company holds 112,000 shares of common stock of Rightiming Electronics
Corp., a Delaware nonpublic company which designs and manufactures electronic
software in New Jersey and China. The Company is currently provided office
space by its directors.
Item 3. Legal Proceedings.
There are not currently any material pending legal proceedings, to which
the registrant is a party or to which any of its property is subject and no
such proceedings are known to be the registrant to be threatened or contemp-
lated by or against it.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the security holders, through
solicitation of proxies or otherwise during the 4th quarter of the fiscal year
covered by this report.
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information.
The registrant's common stock is listed on the Electronic Bulletin Board,
and there were 13,800 shares traded on the market in the past fiscal year.
(b) Holders.
The approximate number of holders of the registrant's common stock as of
1996 is 193.
(c) Dividends.
The registrant has not paid any cash dividends to date and does not antici
pate or contemplate paying dividends in the foreseeable future. It is the
present intention of management to utilize all available funds for the
development of the Company's business.
Item 6. Management's Discussion and Analysis or Plan of Operation.
The Company was incorporated June 25, 1985, for the purpose of investing
in any and all types of assets, properties, and business. On September 29,
1995, the registrant entered into a stock exchange agreement wherein it
acquired 70% equity interest in Shanghai Union Auto-Bicycle Co., ltd., a
company incorporated and operated in Shanghai, People's Republic of China.
As the management of the registrant found that the offshore company did not
generate sufficient revenues and profit as the registrant expected in the nine
month period, the registrant entered into a stock exchange agreement on June
28, 1996 wherein it exchanged the 70% equity interest in Shanghai Union
Auto-Bicycle Co., Ltd. for 112,000 shares of common stock of Rightiming
Electronics Corp., a Delaware nonpublic company. The registrant's plan of
operation is to pursue a business combination with one or more existing
business operations.
Item 7. Financial Statements.
See attached audited financial statements.
Item 8. Changes In and Disagreements with Accounting and Financial Disclosure.
The Registrant appointed the accounting firm of Schiffman, Hughes & Brown
to serve as the independent auditors of its year end financial statements
starting from its fiscal year of 1995. To the best knowledge of current
management, the Registrant did not use an auditor for its fiscal year prior
to 1995 and therefore had no auditors.
To the best knowledge of current management, no adverse opinion, disclaimer
of opinion, qualification or modification as to uncertainty, audit scope or
accounting principles exists in any report of any prior auditors on the
financial statements of the registrant except with respect to the Company's
ability to go forward as a going concern.
Part III
Item 9. Directors, Executive officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
(a) Identification of directors and executive officers.
The current directors of the registrant, who will serve until next annual
meeting, or until their successors are elected or appointed and qualified,
and the current executive officers are set forth below:
Name Age Date Appointed Position
Shuren Lu 66 September 1994 Chairman, President & Director
Mutao Xiong 66 September 1994 Vice President & Director
Jiayin Lu 68 September 1994 Director
Yeechin Shiong 41 September 1994 Secretary
Tom H. Gong 39 June 1994 Vice President and Treasurer
(b) Significant employees.
The registrant has no significant employees.
(c) Family Relationships.
Jiayin Lu is the wife of Shuren Lu.
(d) Business Experience.
(1) Background
Shuren Lu. Mr. Shuren Lu has been General Manager of Shanghai Harmony
Chemical Co. since 1989. Shuren Lu was a Senior Manager in Shanghai Telephone
& Telegraph Co. from 1979 to 1989. He served as a Chief Engineer in China
Second Ministry of Machinery from 1959 to 1979. He served as an administrative
manager of Shanghai Telephone & Telegraph Co. from 1952 to 1959 where he was
responsible for administrative functions and corporate planning. Shuren Lu was
graduated from Fudan University, Shanghai, China in 1951 with a Bachelor of
Science Degree in Wireless Communications.
Mutao Xiong, Mutao Xiong is currently a director of Shanghai Harmony
Chemical Co. From 1952 to 1990, he worked in Shanghai Shipping Corp. as a
Pilot, First Mate and Captain. Mutao Xiong was graduated from Dalian Naviga-
tion College, China in 1952 with a Bachelor Degree in Nautical Engineering.
Jiayin Lu. Jiayin Lu is currently a Senior Consultant of shanghai Harmony
chemical Co. with responsibilities for marketing development, sales, business
planning and public relations. She was an English Teacher in Shanghai T.V.
University between 1984 and 1989. She acted as a Provost of Shanghai Guizhou
High School from 1961 to 1984. She was an Administrative Manager of Shanghai
Housing & Real Estate Co. from 1951 to 1961. Jiayin Lu was graduated from
Saint Jones University, Shanghai, China in 1951 with a Bachelor Degree in
Journalism.
Yeechin Shiong. Yeechin Shiong is currently Treasurer of Shanghai Green
Valley, Inc. (U.S.A.), a position she has had since 1992. From 1988 to 1991,
she was an accountant at American Fly Corp. Yeechin Shiong graduated from
the University of San Francisco, California, after studying accounting for
two years between 1986 and 1988. She graduated in 1978 from Fudan University,
Shanghai, China, where she majored in Library Science.
Thomas H. Gong. Tom Gong was elected as Vice President and Treasurer of
the Company. He currently serves as a Director and Vice President of the U.S.
Securities & Futures Corp., a brokerage firm in New York City. He has been
with U.S. Securities & Futures Corp. since 1993. He was a financial analyst
for Rightming Investment Corp. between 1992 and 1993. He was a Research Fellow
in Shanghai Institute for International Studies specializing in international
trade and monetary systems between 1982 and 1989. He graduated from Johns
Hopkins University School of Advanced International Studies in 1992 with a
Master's Degree in International Economics and American Foreign Policy.
(2) Directorships
Except as described herein none of the registrant's directors, not any
person nominated or chosen to become a director holds any other directorships
in any other company with class of securities registered pursuant to Section 12
of the Exchange Act or subject to the requirements of Section 15(d) of such
Act or any company registered as an investment company under the Investment
Company Act of 1940.
(e) Involvement in Certain Legal Proceedings.
None of the officers or directors have been involved in any material legal
proceedings which occurred within the last five years of any type as described
in Section 401(f) or Regulation S-K.
Item 10. Executive Compensation.
(a) Cash Compensation.
During the last two fiscal years, none of the registrant's officers or
directors individually received any salary, wage or other compensation. During
the current fiscal year the registrant has no present plans to pay compensation
to officers or directors.
(b) Compensation Pursuant to Plans
There are presently no ongoing pension or other plans or arrangements pursuant
to which remuneration is proposed to be paid in the future to any of the
officers and directors of the registrant.
(c) Other Compensation.
None.
(d) Compensation to Directors.
None.
Item 11. Security Ownership of Certain Beneficial Owners & Management.
The Company has 26,937,054 shares of common stock outstanding and 4,300
shares of Series A Preferred Stock outstanding. All of the series A Preferred
Stock and 25,000,000 shares of the common stock are owned by Lotus International
Holdings Corp. the Company has no other holders of 5% or more of its common
stock and none of its officers and directors own shares individually.
Each share of Series A Preferred Stock has one vote per person.
Shuren Lu and Mutao Xiong constitute the two sole directors of Lotus
International Holdings Corp. and are also principal shareholders of that
entity. Yeechin Shiong is the Secretary of the Company and Lotus International
Holdings Corp. Therefore, all three of these persons would each be deemed to
be a beneficial owner of the Company's capital stock owned by Lotus Interna-
tional Holdinsg Corp.
There are no arrangements including pledges by any person of securities of
the Company, the operation of which may at a subsequent date result in a change
in control of the Company.
Item 12. Certain Relationships & Related Transactions.
In September 1994, the company issued 7,000,000 shares of common stock for
$7,000 and 4,300 shares of Series A Preferred Stock for $43,000 to Lotus
International Holding Corp. ("LIHC"), at which time LIHC became the parent
corporation of the Registrant. In April 1995, LIHC purchased an additional
18,000,000 shares of common stock for $180,000.
Item 13. Exhibits and Reports on Form 8-K.
(a) The following documents are filed as a part of this report:
1. Audited Financial Statements for the year ended June 30, 1996
and 1995 are included as part of this report.
2. Financial Statement Schedules.
None.
3. Exhibits.
None.
(b) Reports on form 8-K.
The Registrant filed a Form 8-K report as of June 28, 1996, wherein it
reported under Item 2, the exchange of its 70% equity interest in Shanghai
Union Auto-Bicycle Co., Ltd. with a company in Hong Kong for 112,000 shares
of common stock of Rightiming Electronics Corp., a Delaware corporation.
Signature
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: September 25, 1996 Lotus Pacific, Inc.
/s/
____________________
Shuren Lu, President & CEO
/s/
_____________________
Tom Gong, Vice President & Treasurer
Pursuant to the requirements of the Securities Exchange Act 1934, this
report has been signed below by the following persons on behalf of the
registrants and in capacities and on the dates indicated.
/s/
Date: September 25, 1996 ____________________________
Shuren Lu, Director
/s/
Date: September 25, 1996 ____________________________
Jiayin Lu, Director
LOTUS PACIFIC, INC.
FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders
of Lotus Pacific, Inc.
We have audited the accompanying balance sheets of Lotus Pacific, Inc. as of
June 30, 1996 and 1995 and the related statements of operations, stockholders'
equity, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lotus Pacific, Inc. as of
June 30, 1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/S/
Schiffman Hughes Brown
Blue Bell, Pennsylvania
September 16, 1996
LOTUS PACIFIC, INC.
BALANCE SHEETS
JUNE 30, 1996 AND 1995
ASSETS
1996 1995
Current Asset:
Cash $ 213,082 $ 221,408
Investment (Note 4) 172,395 -0-
Total assets $ 385,477 $ 221,408
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $-0- $4,400
Stockholders' equity:
Common stock (Note 3) 26,937 26,347
Preferred stock, Series A (Note 3) 4 4
Additional paid in capital 892,148 222,002
Accumulated deficit (533,612) (31,345)
Total stockholders' equity 385,477 217,008
Total liabilities and stockholders'equity $ 385,477 $ 221,408
See independent auditor's report and notes to financial statements
LOTUS PACIFIC, INC.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
1996 1995
Sales $-0- $-0-
Operating expenses (17,934) (16,870)
Operating loss (17,934) (16,870)
Interest income 11,008 2,878
Equity in earnings of
unconsolidated subsidiary 29,090
Net income (loss) $ 22,164 $ (13,992)
Earning (loss) per share $.00 $ (.01)
Weighted average shares 26,799,387 6,859,900
See independent auditor's report and notes to financial statements
LOTUS PACIFIC, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1996 AND 1995
Common Preferred Additional
Shares Shares paid-in
Outstanding Outstanding Amount Capital Deficit Total
Balance,
June 30, 1994 17,352,700 $17,353 $524,431 $(541,784) -0-
Reverse stock
split (17,005,646) (17,006) 17,006 -0-
Issuance of
common stock 26,000,000 26,000 162,000 -0- 188,000
Issuance of
preferred stock,
Series A 4,300 4 42,996 43,000
Net loss for
the year ended
June 30, 1995 -0- -0- -0- -0- (13,992) (13,992)
Balance,
June 30, 1995 26,347,054 4,300 26,351 $ 746,433$ (555,776) $217,008
Issuance of
common stock 590,000 590 145,715 146,305
Net income for the year
ended June 30, 1996 22,164 22,164
26,937,054 4,300 26,941 892,148 $ (533,612) $385,477
See independent auditor's report and notes to financial statements
LOTUS PACIFIC, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 11996 AND 1995
1996 1995
Cash flows from operating activities:
Net income (loss) $22,164 $(13,992)
Equity in earnings of
unconsolidated subsidiary (29,090)
Adjustments to reconcile net loss to net cash:
Increase (decrease) in accounts payable (4,400) 4,400
Cash used in operating activities (11,326) (9,592)
Cash flows from financing activities:
Issuance of common stock 3,305 188,000
Issuance of preferred stock _______ 43,000
Net cash provided by financing activities 3,305 231,000
Net increase (decrease) in cash (8,326) 221,408
Cash, beginning 221,408 -0-
Cash, ending $213,082 $221,408
Non-cash investing activities:
Issuance of stock $143,305
Non-cash financing activities:
Issuance of stock for services $3,000
See independent auditor's report and notes to financial statement
LOTUS PACIFIC, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1996
1. Organization:
The Company's business is to seek one or more potential business ventures,
which, in the opinion of management may warrant involvement by the Company.
The Company had no business operations during the year ended June 30, 1995
but continued to investigate business opportunities. During the year ended
June 30, 1996 the Company acquired a 70% interest in Shanghai Union Auto
Bicycle Co. , Ltd. which it exchanged for a 5% interest in Rightiming
Electronics Corp. The Company is continuing to investigate business opport-
unities.
2. Summary of significant accounting policies:
Investment in minority-owned unconsolidated subsidiary.
The Company recorded its 5% investments in Rightiming Electronics Crop. at
cost.
3. Issuance of stock:
The Company, on September 13, 1994, effectuated a 1 for 50 reverse stock
split, lowering shares outstanding from 17,352,700 to 347,054, along with
amending its Certificate of Incorporation to authorize 50,000,000 shares of
common stock at $.001 par value, 100,000 shares of preferred stock at $.001
par value and 4,300 shares of Series A preferred stock at $.001 par value.
The Series A preferred stock has a preference of a $10 per share stated value
upon liquidation of the Company.
On September 26, 1994, the company sold 7,000,000 shares of its common stock
and 4,300 shares of its Series A preferred stock to Lotus International
Holdings Corp. for aggregate consideration of $50,000. All shares authorized
have a par value of $.001 per share.
On September 27, 1994, the Company issued 320,000 shares of its common stock
to 10 various individuals and another 680,000 shares of its common stock to
U.S. Securities and Futures Corp. for $.001 per share for total consideration
of $1,000.
The Company sold 18,000,000 shares of its common stock at $.001 per share to
Lotus International Holdings Corp. on March 28, 1995 for aggregate consideration
of $180,000.
On September 25, 1995 the Company issued 590,000 shares of its common stock
in exchange for an interest common stock of another company and fees.
4. Acquisitions and dispositions:
On September 25, 1995 the Company exchanged 560,000 shares of its common
stock for a seventy percent equity interest in shanghai Union (Shanghai Union)
Auto Bicycle Co., Ltd. in shanghai, People's Republic in China. At September
25, 1995 Shanghai Union had stockholders' equity of $204,721, 70% thereof was
$143,305.
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 on January 4, 1996 to design and manufacture
electronic software and other products to the marketed in the Far East. Five
percent of Rightiming's stockholders' 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.
The following is information from Rightiming results of operations from
inception through June 30, 1996:
Unaudited
Sales $ -0-
Gross Profit $ -0-
Net Loss $(676,631)
5. Income taxes:
At June 30, 1996, the Company had net operating loss carryforwards totaling
$ 43,700 available to offset future taxable income. The carryforward will
begin to expire in 2008.
6. Reporting requirements:
If the Company's primary business continues to be the investment in
Rightiming Electronics Corp., it may have reporting obligations under the
Investment Company Act of 1940. Management is actively seeking other
investment opportunities on main-land China and does not believe that its
investment in Rightiming will remain its primary business.
