SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
(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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 0-6456
INFRASTRUCTURE INTERNATIONAL, INC.
(Formerly React Systems, Inc.)
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 7-0287034
- --------------------------------------------- ---------------------------------
(State or other jurisdiction of incorporation (IRS Employer Identification No.)
or organization)
2440 South Progress Drive, Salt Lake City, Utah 84119
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(801) 942-7722
-----------------------------
(Issuer's telephone number)
REACT SYSTEMS, INC.
-----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (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
As of October 31, 1996, 17,474 shares of Common Stock of the issuer were
outstanding.
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
INDEX
Page
Number
-------
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements
Condensed Balance Sheet - September 30, 1996
and December 31, 1995....................................... 3
Condensed Statement of Operations - For the three months
and nine months ended September 30, 1996 and 1995.......... 4
Condensed Statement of Cash Flows - For the nine months ended
September 30, 1996 and 1995 ................................ 5
Notes to Financial Statements............................... 6
Item 2.Management's Discussion and Analysis of Financial Condition
and Results of Operations....................... 7
PART II - OTHER INFORMATION................................................. 9
SIGNATURES.................................................................. 9
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INFRASTRUCTURE INTERNATIONAL, INC.
Balance Sheet
ASSETS
September 30, December 31,
1996 1995
------------- ------------
Total Assets $ 0 $ 0
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes Payable $ 0 $ 94,300
Loans from shareholders $ 2,557 $ 0
------ ------
TOTAL CURRENT LIABILITIES 2,557 94,300
------ ------
SHAREHOLDERS' EQUITY
Common Stock, $.05 par value, 2,500,000 shares
authorized, 524,227 shares issued and
outstanding as of 12-31-95 and 17,472 issued and
outstanding as of 9-30-96 26,211 149,206
Additional paid in capital 580,070 344,600
Accumulated Deficit (608,838) (588,106)
------ -------
TOTAL STOCKHOLDERS EQUITY (2,557) (94,300)
------ -------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0 $ 0
====== =======
See Accompanying Notes to Financial Statements
3
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
Statement of Operations
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- ----------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 0 $ 0 $ 0 $ 0
======= ====== ======== ======
Operating Expenses $ 18,451 $ 0 $ 20,732 $ 0
------- ------ -------- ------
Net Loss $(18,451) $ 0 $ (20,732) $ 0
------- ------ -------- ------
Net Loss Per Share (.05) 0 (.04) 0
======= ====== ======== ======
Weighted Average Number of
Shares Outstanding 353,691 2,984,118 466,894 2,984,118
======= ========= ======== =========
</TABLE>
See Accompanying Notes to Financial Statements
4
<PAGE>
INFRASCTRUCTURE INTERNATIONAL, INC.
Statement of Cash Flows
<TABLE>
Nine Months Ended Nine Months Ended
September 30, 1996 September 30, 1995
-------------------- --------------------
<S> <C> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES
Net Loss $ (20,732) $ 0
Adjustments to recocile net loss to net cash used in
operating activities:
Decrease in accounts payable (94,300) 0
--------- ---------
Net Cash Used In Operating Activities $ (115,032) $ 0
========= =========
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from issuance of shares $ 112,475 $ 0
--------- ---------
Net cash provided by investing activities $ 112,475 $ 0
========= =========
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
Increase in shareholder loan $ 2,557 $ 0
--------- ---------
Net cash provided by financing activities $ 2,557 $ 0
========= =========
Net Increase In Cash 0 0
Beginning Cash Balance 0 0
--------- ---------
Ending Cash Balance $ 0 $ 0
========= =========
</TABLE>
See Accompanying Notes to Financial Statements
5
<PAGE>
INFRASTRUCTURE INTERNATIONAL, INC.
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
1. 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 notes thereto should be read in
conjunction with the financial statements and footnotes thereto 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. The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern.
3. On August 30, 1996, the Company effected a one for thirty reverse stock
split.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and notes thereto.
Results of Operation
Comparison of the three months ended September 30, 1996 to the three months
ended September 30, 1995.
Revenues
The Company had no revenues for either the three months ended September 30,
1996 or the corresponding period of the prior year.
Operating Expenses
The Company had operating expenses of $18,451 for the three months ended
September 30, 1996 compared to no operating expenses for the corresponding
period of the prior year. The increase in operating expenses is attributable to
the legal and financial fees increased in bringing the Company's legal affairs
and its audit current.
Net Loss
The Company reported a net loss of $18,451 for the three months ended
September 30, 1996 compared to net income of $0 for the corresponding period of
the prior year. The increase in the net loss is attributable to the legal and
financial fees incurred in bringing the Company's legal affairs and audits
current.
Comparison of the Nine Months ended September 30, 1996 to the Nine Months Ended
September 30, 1995
Revenues
The Company had no revenues for either the nine months ended September 30,
1996 or the corresponding period of the prior year.
Operating Expenses
The Company had operating expenses of $20,732 for the nine months ended
September 30, 1996 compared to no operating expenses for the corresponding
period of the prior year. The increase in operating expenses is attributable to
the legal and financial fees increased in bringing the Company's legal affairs
and its audit current.
7
<PAGE>
Net Loss
The Company reported a net loss of $20,732 for the nine months ended
September 30, 1996 compared to net income of $0 for the corresponding period of
the prior year. The increase in the net loss is attributable to the legal and
financial fees incurred in bringing the Company's legal affairs and audits
current.
Liquidity and Capital Resources
As of September 30, 1996, the Company had no cash and a deficit in working
capital of $2,557 this compares to no cash and a deficit in working capital of
$94,300 as of December 31, 1995.
Net cash used in operating activities increased to $115,032 for the nine
months ended September 30, 1996 from $0 for the corresponding period of the
prior year. The increase is attributable to the net operating loss of $20,732
and a reduction of accounts payable of $94,300.
Net cash provided by Investing Activities increased to $112,475 for the
nine months ended September 30, 1996 from $0 for the corresponding period of the
prior year. This increase resulted from the sale of additional common shares of
the Company.
Net cash provided by Financing Activities increased to $2,557 for the nine
months ended September 30, 1996 from $0 for the corresponding period of the
prior year. This increase resulted from a shareholder loan.
Because the Company is in final negotiations for the acquisition of an
ongoing business, it is unable to reasonably determine its cash needs until the
completion of the acquistion. However, upon completion of the acquisition, it
will be necessary to raise five to ten million dollars over the next twelve
months if the Company is to meet its business plan.
8
<PAGE>
PART II. OTHER INFORMATION
Item 2. Changes in Securities
On August 30, 1996, the Company effected a one for thirty reverse stock
split.
Item 6. Exhibits and Reports of Form 8-K
a) Exhibits
2. 27.1 Financial Data Schedule
b) Reports on Form 8-K
None
9
<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 2, 1999 By: /s/ Yiu Yat Hung
------------------------------------
Yiu Yat Hung, Chairman and
Chief Executive Officer
Date: December 2, 1999 By: /s/ Yiu Yat On
------------------------------------
Yiu Yat On, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-mos
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-07-1999
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 2,557
<BONDS> 0
0
0
<COMMON> 26,211
<OTHER-SE> (28,768)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 18,451
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (18,451)
<INCOME-TAX> 0
<INCOME-CONTINUING> (18,451)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (18,451)
<EPS-BASIC> (.05)
<EPS-DILUTED> (.05)
</TABLE>
