INFRASTRUCTURE INTERNATIONAL INC /NV
10QSB/A, 1999-12-02
COMPUTER & OFFICE EQUIPMENT
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                                Amendment No. 1

(Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT
     OF 1934

                  For the quarterly period ended June 30, 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


                       INFRASTRUCTURE INTERNATIONAL, INC.
                        (formerly React Systems, Inc.)
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                 Nevada                                   87-0287034
- ---------------------------------------------   --------------------------------
(State or other jurisdiction of incorporation  (IRS Employer Identification No.)
or organization)


            1787 East Ft. Union Blvd., #106, Salt Lake City, UT 84121
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (801) 942-7722
                           ---------------------------
                           (Issuer's telephone number)

                               REACT SYSTEMS, INC.
               --------------------------------------------------
              (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 Section 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.  Condensed Financial Statements

                  Condensed Balance Sheet - June 30, 1996
                  and December 31, 1995 ..................................   3

                  Condensed Statement of Operations - For the three
                  months and six months ended June 30, 1996
                  and 1995................................................   4

                  Condensed Statement of Cash Flows- For the six months
                  ended June 30, 1996 and 1995............................   5
                  Notes to Condensed Financial Statements.................   6

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

PART II - OTHER INFORMATION

      Signatures..........................................................   8


                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                               REACT SYSTEMS, INC.
                                 Balance Sheet

                                       June 30, 1996         December 31, 1995
                                      ---------------       -------------------
ASSETS
     Total Current Assets                $      0                $      0
                                           ------                 -------
TOTAL ASSETS                             $      0                $      0
                                           ======                 =======
LIABILITIES & EQUITY
LIABILITIES
Current Liabilities
     Notes Payable                       $ 94,300                $ 94,300
     Loans from stockholders                2,281                       0
                                           ------                  ------
Total Current Liabilities                  96,581                  94,300
EQUITY
     Common Stock                         149,206                 149,206
     Paid in Capital                      344,600                 344,600
     Accumulated Deficit                 (590,387)               (588,106)
                                          -------                 -------
TOTAL EQUITY                              (95,581)                (94,300)
                                          -------                 -------
TOTAL LIABILITIES & EQUITY               $      0                $      0
                                          =======                 =======


            See accompanying notes to condensed financial statements

                                       3
<PAGE>

                              REACT SYSTEMS, INC.
                             Statement of Operations


<TABLE>

                                    Three Months Ended   Three Months Ended     Six Months Ended    Six Month Ended June
                                      June 30, 1996         June 30, 1995        June 30, 1996            30, 1995
                                    ------------------   -------------------    -----------------   --------------------
<S>                                  <C>                  <C>                    <C>                <C>

REVENUE
     Income                             $     0             $       0               $     0               $      0
                                         ------              --------                ------                -------
NET REVENUE                                   0                     0                     0                      0
OPERATING EXPENSES
     Office Expenses                        216                     0                   216                      0
     Filing Fees                            775                     0                 2,065                      0
                                         ------              --------                ------                -------
TOTAL OPERATING EXPENSES
                                            991                     0                 2,281                      0
                                         ------              --------                ------                -------
NET INCOME / (LOSS)                     $  (991)            $       0              $  2,281               $      0
                                         ======              ========                ======                =======
NET LOSS PER SHARE                      $ (.001)            $    0.00              $  (.004)              $   0.00
                                         ======              ========                ======                =======
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING                      524,227             2,984,118               524,227              2,984,118
                                      =========             =========             =========              =========

</TABLE>

            See accompanying notes to condensed financial statements

                                       4
<PAGE>

                               REACT SYSTEMS, INC.
                             Statement of Cash Flows

<TABLE>
                                                 Six Months Ended      Six Months Ended
                                                  June 30, 1996          June 30, 1995
                                                 -----------------     ----------------
<S>                                              <C>                    <C>

Cash Flows Used For Operating Activities
     Net Loss                                       $ (2,281)             $        0
                                                     --------              ---------
Net Cash Used For Operating Activities
                                                      (2,281)                      0
                                                     --------              ---------
Cash Flows Provided by Financing Activities
     Loan from shareholder                             2,281                       0
                                                     --------              ---------
Net Cash Provided by Financing Activities
                                                       2,281                       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 CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1996

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 June 30,  1996,  the  Company's  principal
     shareholder  loaned $2,281 to the Company to pay costs  associated with the
     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  since December 31,
1974. The Company intends to continue to seek an 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 filing its reports with the Securities and Exchange  Commission.  During the
current  period,  such costs were funded by loans from the  Company's  principal
shareholder  totaling $2,281.  Such loans are  non-interest  bearing and have no
definite  repayment terms.  Although the Company  anticipates that its principal
shareholder will continue to fund such costs for the foreseeable  future,  there
is no assurance that such  shareholder  will continue to fund the Company's cash
requirements.

Results of Operation

     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
$2,281 relating to the basic maintenance of the Company.

                          PART II. - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     a)   Exhibits

          1.   27.1 Financial Data Schedule

     b)   Reports on Form 8-K

          None


                                       7
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirement  of the  Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto authorized.



                                            INFRASTRUCTURE INTERNATIONAL, INC.


         Date: December 2, 1996          By: /s/ Yiu Yat Hung
                                             ----------------------------
                                             Yiu Yat Hung, Chairman
                                             Chief Executive Officer


         Date: December 2, 1996          By: /s/ Yiu Yat On
                                             ----------------------------
                                             Yiu Yat On, Chief Financial Officer


<TABLE> <S> <C>


<ARTICLE>                     5

<S>                             <C>
<PERIOD-TYPE>                   6-mos
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
<CASH>                          0
<SECURITIES>                    0
<RECEIVABLES>                   0
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                0
<PP&E>                          0
<DEPRECIATION>                  0
<TOTAL-ASSETS>                  0
<CURRENT-LIABILITIES>           96,581
<BONDS>                         0
           0
                     0
<COMMON>                        149,206
<OTHER-SE>                      (245,787)
<TOTAL-LIABILITY-AND-EQUITY>    0
<SALES>                         0
<TOTAL-REVENUES>                0
<CGS>                           0
<TOTAL-COSTS>                   0
<OTHER-EXPENSES>                2,281
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              0
<INCOME-PRETAX>                 (2,281)
<INCOME-TAX>                    0
<INCOME-CONTINUING>             (2,281)
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                    (2,281)
<EPS-BASIC>                   (.01)
<EPS-DILUTED>                   (.01)



</TABLE>


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