INFRASTRUCTURE INTERNATIONAL INC /NV
10QSB, 1997-03-14
COMPUTER & OFFICE EQUIPMENT
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB


[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 UNDER SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934


                For the transition period from________to________.


                           Commission File No. 0-6456


                               REACT SYSTEMS, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in its Charter)


          Nevada                                        87-0287034
- ---------------------------------          ------------------------------------
(State or Other Jurisdiction
of incorporation or organization)          (I.R.S. Employer Identification  No.)


                         1787 East Ft. Union Blvd., #106
                           Salt Lake City, Utah 84121
                    ----------------------------------------
                    (Address of Principal Executive Offices)


                                 (801) 942-7722
                           ---------------------------
                           (Issuer's Telephone Number)

- -----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
 report)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  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     No  X  
                                             -----  -----

      As of August 30, 1996,  524,227  shares of common stock of the issuer were
outstanding.
<PAGE>
                               REACT SYSTEMS, INC.

                                      INDEX


                                                                    Page
                                                                    Number
                                                                    ------

PART I.  -  FINANCIAL INFORMATION

    Item 1.  Financial Statements

             Balance Sheets - March 31, 1996 and December 31, 1995.... 3

             Statements of Operations - For the three
             months ended March 31, 1996 and 1995..................... 4

             Statements of Cash Flows - For  the three
             months ended March 31, 1996 and 1995..................... 5

             Notes to Condensed Financial Statements.................. 6

    Item 2.  Management's Discussion and Analysis or Plan
             of Operation............................................. 7

SIGNATURES.............................................................8
<PAGE>
PART I.  -  FINANCIAL INFORMATION

Item 1.   Financial Statements.

                               REACT SYSTEMS, INC
                                 BALANCE SHEETS
                      March 31, 1996 and December 31, 1995
                                   (Unaudited)

<TABLE>
<CAPTION>


                                       3/31/96         12/31/95
                                    ------------     ------------
<S>                                 <C>              <C>
ASSETS

      Total Current Assets          $          0     $          0
                                    ------------     ------------

TOTAL ASSETS                        $          0     $          0
                                    ============     ============

LIABILITIES & EQUITY

LIABILITIES

  Current Liabilities
    Notes Payable                   $    94,300      $     94,300
    Loans from stockholders               1,290                 0
                                    -----------      ------------
  Total Current Liabilities              95,590            94,300
                                    -----------      ------------

TOTAL LIABILITIES                        95,590            94,300

EQUITY
  Common Stock                          149,206           149,206
  Paid-in Capital                       344,600           344,600
  Accumulated Deficit                  (589,396)         (588,106)
                                    -----------      ------------

TOTAL EQUITY                            (95,590)          (94,300)
                                    -----------      ------------

TOTAL LIABILITIES & EQUITY          $         0      $          0
                                    ===========      ============
</TABLE>


            See accompanying notes to condensed financial statements.


                                      - 3 -

<PAGE>
                               REACT SYSTEMS, INC.
                            STATEMENTS OF OPERATIONS
            For the Three-Month Periods Ended March 31, 1996 and 1995
                                   (Unaudited)

<TABLE>
<CAPTION>


                            Three Months       Three Months
                               Ended              Ended
                              3/31/96            3/31/95
                            ------------       ------------
<S>                         <C>                <C>

REVENUE
  Income                    $          0       $          0
                            ------------       ------------

NET REVENUE                            0                  0

OPERATING EXPENSES
  Filing Fees                      1,290                  0
                            ------------       ------------

TOTAL OPERATING EXPENSES           1,290                  0
                            ------------       ------------

NET INCOME/(LOSS)           $     (1,290)      $          0
                            ============       ============


NET LOSS PER SHARE          $      (0.01)      $       0.00
                            ============       ============

WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING          2,984,118          2,984,118
                            ============       ============

</TABLE>

            See accompanying notes to condensed financial statements.


                                      - 4 -
<PAGE>
                               REACT SYSTEMS, INC.
              STATEMENTS OF CASH FLOWS For the Three-Month Periods
                          Ended March 31, 1996 and 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months    Three Months
                                                 Ended            Ended
                                                3/31/96          3/31/95
                                              ------------    ------------

<S>                                           <C>             <C>
Cash Flows Used For Operating Activities

  Net Loss                                    $   (1,290)     $           0
                                              ----------      -------------
  Adjustments to reconcile net loss to net
  cash used in operating activities:

  Net Cash Used For Operating Activities          (1,290)                 0
                                             -----------      -------------

  Cash Flows Provided by Financing
  Activities

  Loan from shareholder                            1,290                  0
                                             -----------      -------------

  Net Cash Provided by Financing
  Activities                                       1,290                  0
                                             -----------      -------------

  Net Increase In Cash                                 0                  0

  Beginning Cash Balance                               0                  0
                                             -----------      -------------

  Ending Cash Balance                        $         0      $           0
                                             ===========      =============

</TABLE>

            See accompanying notes to condensed financial statements.


                                      - 5 -

<PAGE>
                               REACT SYSTEMS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 March 31, 1996
                                   (Unaudited)

1.   Interim Financial Presentation

     The interim financial  statements are prepared pursuant to the requirements
     for reporting on Form 10-QSB.  The December 31, 1995 balance sheet data was
     derived  from  audited  financial  statements  but  does  not  include  all
     disclosures  required by  generally  accepted  accounting  principles.  The
     interim  financial  statements  and  footnotes  thereto  should  be read in
     conjunction  with the financial  statements  and footnotes  included in the
     Company's  report on Form 10-KSB for the year ended  December 31, 1995.  In
     the opinion of management,  the interim  financial  statements  reflect all
     adjustments of a normal  recurring nature necessary for a fair statement of
     the results for the interim periods presented.

2.   Shareholder Loan

     During the three  months  ended March 31,  1996,  the  Company's  principal
     shareholder  loaned  $1,290 to the  Company  to pay costs  associated  with
     maintenance of the Company.  Such loan is  non-interest  bearing and has no
     definite repayment terms.

3.   Subsequent Event

     On August 30, 1996, the Company  effected at  one-for-thirty  reverse stock
     split.


                                      - 6 -

<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in any material operations in the period ending
March 31, 1996, or since December 31, 1974.  The Company  intends to continue to
seek out the acquisition of assets,  property or business that may be beneficial
to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will relate to  maintaining  the Company in good standing in the State of Nevada
and keeping its reports  "current" with the Securities and Exchange  Commission.
During the current  period,  such costs were funded by loans from the  Company's
principal  shareholder  totaling $1,290. Such loans are non-interest bearing and
have no definite  repayment  terms.  The Company  anticipates that its principal
shareholder will continue to fund such costs for the foreseeable  future.  There
is no  assurance,  however,  that such  shareholder  will  continue  to fund the
Company's cash requirements.

Results of Operations.

     The Company has had no operations since December,  1974.  During the period
covered by this  Report,  the Company  received  no revenue and had  expenses of
$1,290 relating to the basic maintenance of the Company.


                                   - 7 -
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                          REACT SYSTEMS, INC



Date:  September 3, 1996                  By:  /s/ Thomas J. Howells
                                             ----------------------------------
                                             Thomas J. Howells, President



Date:  September 3, 1996                  By:  /s/ Stacie H. Jenson
                                             ----------------------------------
                                             Stacie H. Jenson, Treasurer


                                      - 8 -

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    MAR-31-1996
<CASH>                                 0
<SECURITIES>                           0
<RECEIVABLES>                          0
<ALLOWANCES>                           0
<INVENTORY>                            0
<CURRENT-ASSETS>                       0
<PP&E>                                 0
<DEPRECIATION>                         0
<TOTAL-ASSETS>                         0
<CURRENT-LIABILITIES>             95,590
<BONDS>                                0
                  0
                            0
<COMMON>                         149,206
<OTHER-SE>                      (244,796)
<TOTAL-LIABILITY-AND-EQUITY>           0
<SALES>                                0
<TOTAL-REVENUES>                       0
<CGS>                                  0
<TOTAL-COSTS>                          0
<OTHER-EXPENSES>                   1,290
<LOSS-PROVISION>                       0
<INTEREST-EXPENSE>                     0
<INCOME-PRETAX>                   (1,290)
<INCOME-TAX>                           0
<INCOME-CONTINUING>               (1,290)
<DISCONTINUED>                         0
<EXTRAORDINARY>                        0
<CHANGES>                              0
<NET-INCOME>                      (1,290)
<EPS-PRIMARY>                       (.01)
<EPS-DILUTED>                       (.01)
        

</TABLE>


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