SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF 1934
From the transition period from ____________ to ____________.
Commission File Number 0-6456
INFRASTRUCTURE INTERNATIONAL, INC.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0287034
- -------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
Rm. 2211-2215, Science and Technology Building, No. 1001
Shangbuzhong Road, Fution District Shenzhen, PRC
(Address of principal executive offices)
011-07-55-369-9588
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports
required to be filed 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 No X
--- -----
Class Shares Outstanding Date
Common, $.001 par value 2,430,000 December 1, 1999
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
INDEX
Page
Number
-------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet - September 30, 1998 and
December 31, 1997............................................. 3
Condensed Statement of Operations - For the three months
and nine months ended September 30, 1998 and 1997............. 4
Condensed Statement of Cash Flows - For the nine months ended
September 30, 1998 and 1997................................... 5
Notes to Condensed Financial Statements....................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 7
PART II - OTHER INFORMATION................................................ 7
SIGNATURES................................................................. 8
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFRASTRUCTURE INTERNATIONAL, INC.
Balance Sheet
<TABLE>
September 30, December 31,
1998 1997
-------------- ------------
<S> <C> <C>
Assets
Total Assets $ 0 $ 0
=========== ==========
Liabilities and Stockholder's Equity
Current Liabilities
Accrued expenses $ 121,000 $ 110,500
----------- -----------
Total Current Liabilities $ 121,000 $ 110,500
----------- -----------
Stockholder's Equity
Preferred Stock, Series A
convertible and redeemable, par value
$.001 issued and outstanding,
2,000 shares 2 2
Preferred Stock, Series B supervoting,
par value $.001 issued and outstanding
100,000 100 100
Common Stock, par value $.001; 2,430,000 issued and
outstanding 2,430 2,430
Additional paid in capital 3,512,884 3,512,884
Deficit accumulated (3,636,416) (3,625,916)
----------- -----------
Total Stockholder's Equity $ (121,000) $ (110,500)
=========== ===========
Total Liabilities & Stockholder's Equity $ 0 $ 0
=========== ===========
</TABLE>
See Notes to the Financial Statements
3
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
Statement of Operations
<TABLE>
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- -------------------------
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0
General and administrative expenses $ (3,500) $ 0 $ (10,500) $ (51,401)
-------- --------- -------- ---------
Loss from continuing operations before
income taxes
$ (3,500) $ 0 $ (10,500) $ (51,401)
Provision for income taxes 0 0 0 0
-------- --------- -------- ---------
0 0 0 0
Loss from continuing operations $ (3,500) $ 0 $ 0 $ (51,401)
Discontinued operations
Income (loss) from discontinued operations
of toll road $ 0 $ 0 $ 0 $ 0
Loss on disposal of discounted operations $ 0 $ 0 $ 0 $(3,152,072)
-------- --------- -------- ---------
Net Income (loss) (3,500) 0 (10,500) (3,203,473)
Basic earnings (loss) per common share
Loss from continuing operations (.001) 0 (.004) (.021)
Income (loss) from discontinued operations 0 0 0 (1.297)
-------- --------- -------- ---------
(.001) 0 (.004) 1.318
======== ========= ======== =========
Diluted earnings (loss) per common share
Loss from continuing operations (.001) 0 (.002) (.012)
Income (loss) from discontinued operations 0 0 0 (.751)
-------- --------- -------- ---------
(.001) 0 (.002) (.763)
======== ========= ======== =========
Average shares outstanding 2,430,000 2,430,000 2,430,000 2,430,000
========= ========= ========= =========
</TABLE>
See Notes to the Financial Statements
4
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
Statement of Cash Flows
<TABLE>
For the Nine Months Ended September 30,
---------------------------------------
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) (10,500) $ (3,203,473)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Loss on disposal of discontinued operations $ 0 $ 3,152,072
Increase (decrease) in operating assets -
Due from shareholders $ 0 $ 13,000
Increase (decrease) in operating liabilities -
Accrued expenses 10,500 78,500
Due to related parties 0 (34,019)
-------- ----------
Net cash provided by (used for) operating activities $ (0) $ 6,080
-------- ----------
CASH FLOW FROM INVESTING ACTIVITIES:
Cash outflow from disposal of subsidiary $ 0 $ (481)
-------- ----------
Net cash provided by (used in) investing activities $ 0 $ (481)
-------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES: $ 0 $ 0
-------- ----------
Net cash provided by financing activities $ 0 $ 0
-------- ----------
Net increase (decrease) in cash: 0 5,599
Effect of translation adjustments 0 (6,080)
Beginning cash balance 0 481
-------- ----------
Ending cash balance $ 0 $ 0
======== ==========
</TABLE>
See Notes to the Financial Statements
5
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
Notes to the Condensed Financial Statements
September 30, 1998
1. General
The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The December 31, 1997 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 notes thereto should be read in conjunction with the financial
statements and notes included in the Company's Form 10-KSB for the year ended
December 31, 1997. 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. Foreign Currency Conversion
The Company's financial information is presented in US dollars. Renminbi
have been converted into US dollars at the exchange rate of 8.32 to 1.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Material Changes in Result of Operations
During the three months and nine months ended September 30, 1998 the
Company had no operations other than the search for a business to acquire or
with which to combine.
The Company reported no revenues for either the three month or nine month
periods ended September 30, 1998. However, the Company incurred expenses of
$3,500 for the three months ended September 30, 1998 and $10,500 for the nine
months ended September 30, 1998.
Material Changes in Financial Condition, Liquidity and Capital Resources
At September 30, 1998 the Company had no current assets and current
liabilities of $121,000 as compared to no current assets and current liabilities
of $110,500 at December 31, 1997.
Although the Company has no liquidity, it believes that it will be able to
find a suitable Company with which to merge.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
27.1 Financial Data Schedule
b) Reports on Form 8-K
None
7
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
INFRASTRUCTURE INTERNATIONAL, INC.
Date: December 3, 1999 By: /s/ Yiu Yat On
----------------------------------
Yiu Yat On, Chairman and
Chief Executive Officer
Date: December 3, 1999 By: /s/ Ma Ding Jie
-----------------------------------
Ma Ding Jie, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 121,000
<BONDS> 0
0
102
<COMMON> 2,432
<OTHER-SE> (123,532)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10,500
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10,500)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,500)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,500)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
