<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number: 33-55254-11
FORLINK SOFTWARE CORPORATION, INC.
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(Exact name of small business issuer as specified in its charter)
NEVADA 87-0438458
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
FANG YUAN MANSION 9F, ZHONGGUANCUN SOUTH ROAD YI NO. 56,
HAIDIAN DISTRICT, BEIJING, PRC 100044
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(Address of principal executive offices)
011-8610 8802 6368
---------------------------
(issuer's telephone number)
FANG YUAN MANSION 9F, BAISHIQIAO ROAD NO. 54, HAIDIAN DISTRICT, BEIJING, CHINA
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(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 such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the issuer filed all documents and reports required to be filed
by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: AS OF NOVEMBER 9, 2000, THE
ISSUER HAD 25,400,000 SHARES OF COMMON STOCK, $.001 PAR VALUE, OUTSTANDING.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
F-1
Forlink Software Corporation, Inc.
September 30, 2000 and 1999
Consolidated Balance Sheets
December 31, 1999 and
September 30, 2000 (unaudited) F-2
Consolidated Statements of Operations
for the three months ended September 30, 2000 and 1999 (unaudited)
for the nine months ended September 30, 2000 and 1999 (unaudited) F-3
Consolidated Statements of Cash Flows
for the nine months ended September 30, 2000 and 1999 (unaudited) F-4
Notes to Consolidated Financial Statements (unaudited) F-5 - F-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS 2 - 4
PART II - OTHER INFORMATION 5
SIGNATURES 6
</TABLE>
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
FORLINK SOFTWARE CORPORATION, INC.
UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 AND 1999
F-1
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FORLINK SOFTWARE CORPORATION, INC.
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
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(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 334,117 $ 856,233
Accounts receivable 54,933 1,690
Other receivables, deposits and prepayments 185,091 17,044
Inventories 99,517 34,286
----------- -----------
Total current assets 673,658 909,253
PLANT AND EQUIPMENT, NET 210,023 43,792
DEFERRED EXPENSES 541,667 --
----------- -----------
TOTAL ASSETS $ 1,425,348 $ 953,045
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 145 $ --
Amounts due to stockholders 83,345 120,773
Other payables and accrued expenses 112,857 560,476
Other taxes payable 4,930 1,100
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Total current liabilities 201,277 682,349
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, par value $0.001 per share;
100,000,000 shares authorized;
25,400,000 (1999: 25,000,000)
issued and outstanding 25,400 25,000
Additional paid-in capital 2,305,397 250,630
Accumulated losses (1,106,726) (4,934)
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Total shareholders' equity 1,224,071 270,696
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 1,425,348 $ 953,045
=========== ===========
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
F-2
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FORLINK SOFTWARE CORPORATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- --------------------------------
2000 1999 2000 1999
------------ ------------ ------------ ------------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
NET SALES $ 217,800 $ 14,505 $ 593,571 $ 23,634
COST OF SALES (142,886) (5,691) (341,512) (7,724)
------------ ------------ ------------ ------------
GROSS PROFIT 74,914 8,814 252,059 15,910
SELLING EXPENSES (38,206) (2,013) (125,838) (6,188)
GENERAL AND ADMINISTRATIVE
EXPENSES (983,336) (4,849) (1,234,716) (15,013)
------------ ------------ ------------ ------------
OPERATING INCOME/(LOSS) (946,628) 1,952 (1,108,495) (5,291)
INTEREST INCOME 831 135 5,602 826
OTHER INCOME, NET -- -- 1,101 --
------------ ------------ ------------ ------------
INCOME/(LOSS) BEFORE INCOME TAX (945,797) 2,087 (1,101,792) (4,465)
PROVISION FOR INCOME TAX -- -- -- --
------------ ------------ ------------ ------------
NET INCOME/(LOSS) $ (945,797) $ 2,087 $ (1,101,792) $ (4,465)
============ ============ ============ ============
EARNINGS PER SHARE
- BASIC AND DILUTED $ (0.04) $ -- $ (0.04) $ --
============ ============ ============ ============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING
- BASIC AND DILUTED 25,271,739 20,000,000 25,254,015 20,000,000
============ ============ ============ ============
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
F-3
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FORLINK SOFTWARE CORPORATION, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(EXPRESSED IN US DOLLARS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------
2000 1999
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(UNAUDITED) (UNAUDITED)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,101,792) $ (4,465)
Adjustments to reconcile net loss
to net cash used in operating activities
Depreciation of plant and equipment 16,803 7,738
Non-cash compensation expense 713,500 --
Change in:
Accounts receivable (53,243) (179)
Other receivables, deposits and prepayments (168,047) (43)
Inventories (65,231) (13,217)
Accounts payable 145 (65)
Other payables and accrued expenses 52,381 (399)
Other taxes payable 3,830 91
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES (601,654) (10,539)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of plant and equipment (183,034) (31,004)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (183,034) (31,004)
CASH FLOWS FROM FINANCING ACTIVITIES
Loan received from a potential investor -- 60,405
Capital contribution by stockholder 300,000 630
Repayment to stockholders (37,428) --
NET CASH PROVIDED BY FINANCING ACTIVITIES 262,572 61,035
----------- -----------
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (522,116) 19,492
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 856,233 88,964
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 334,117 $ 108,456
=========== ===========
SUPPLEMENTAL DISCLOSURE OF SIGNIFICANT
NON-CASH TRANSACTIONS
Loan from a potential investor capitalized $ 500,000 $ --
Unamortized deferred expenses $ 541,667 $ --
</TABLE>
See accompanying notes to unaudited consolidated condensed financial statements.
F-4
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FORLINK SOFTWARE CORPORATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
NOTE 1 - BASIS OF PRESENTATION
The accompanying financial data as of September 30, 2000 and for the three and
nine months ended September 30, 2000 and 1999, have been prepared by the
Company, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's audited annual financial statements for the
year ended December 31, 1999.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
reported amounts of assets, liabilities, revenues and expenses and the
disclosure of contingent assets and liabilities. Actual results could differ
from these estimates.
In the opinion of Management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows as of September 30, 2000 and for the three
and nine months ended September 30, 2000 and 1999, have been made. The results
of operations for the three and nine months ended September 30, 2000 and 1999
are not necessarily indicative of the operating results for the full year.
NOTE 2 - STOCK PLAN
On June 1, 2000, the stockholders of Company approved a plan of stock-based
compensation incentives for selected eligible participants who are the staff
and consultants of the Company. This plan is known as the "Forlink Software
Corporation, Inc. Stock Plan" (the "Plan"). The total number of shares of
common stock reserved for issuance by the Company either directly as stock
awards or underlying options granted under this Plan shall not be more than
1,600,000. Under terms of the Plan, options can be issued to purchase shares of
the Company's common stock. The Board of Directors shall determine the terms
and conditions of each option granted to eligible participants, which terms
shall be set forth in writing. The terms and conditions so set by the Board of
Directors may vary from one eligible participant to another.
The Company will account for the options issued to employees using the
intrinsic value method of accounting prescribed by the Accounting Principle
Board Opinion No. 25, "Accounting for Stock Issued to Employees". The Company
will also provide the proforma disclosures required by SFAS No. 123,
"Accounting for Stock Based Compensation".
F-5
<PAGE> 8
FORLINK SOFTWARE CORPORATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
NOTE 2 - STOCK PLAN (CONTINUED)
In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, Accounting for Certain Transactions involving Stock
Compensation, an interpretation of APB Opinion No. 25. The Interpretation,
which has been adopted prospectively as of July 1, 2000, requires that stock
options that have been modified to reduce the exercise price be accounted for
as variable. The Company repriced 337,000 stock options on September 21, 2000,
and reduced the exercise price to $1 per share, the then-current market price
of the stock. Under the Interpretation, the options are accounted for as
variable from September 21, 2000 until the options are exercised, forfeited or
expire unexercised. Because the market price of the Company's stock increased
since September 21, 2000, the effect of adoption the Interpretation was to
increase net loss for the quarter ended September 30, 2000 by $252,750 or $0.01
per share.
NOTE 3 - PAYMENTS MADE TO CONSULTANT AND ATTORNEYS
IN STOCK AND OPTIONS
On June 1, 2000, a fee agreement was entered into between the Company and Futro
and Tranernicht LLC, the corporate attorneys of the Company ("the Attorneys").
It is agreed that the Attorneys would accept as compensation from the Company
in full for all legal services provided and to be provided from the date of
June 1, 2000 to April 30, 2001, a fee consisting of the following:
(a) 100,000 shares of common stock of the Company; and
(b) options to acquire 100,000 shares of common stock of the Company, at
an exercise price of $5.00 per share.
On July 20, 2000, 100,000 shares of common stock were issued to the Attorneys.
Expense is recorded based on the fair value of the stock at grant date and
recognized over the service period of the contract. $133,333 was recognized in
the current period. Up to date, the options have not been issued to the
Attorneys. However, on September 21, 2000, the terms of the agreement were
changed to issue 500,000 options at $1. The value of the options is recognized
as expense over the service period of the contract. The value of the options
was determined using a Black Scholes model using the following assumptions:
Expected life : 6.25 years;
Risk free rate : 6%;
Dividends : 0;
Volatility : 85%.
$242,000 was recognized in the current period.
F-6
<PAGE> 9
FORLINK SOFTWARE CORPORATION, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in US Dollars)
NOTE 3 - PAYMENTS MADE TO CONSULTANT AND ATTORNEYS
IN STOCK AND OPTIONS (CONTINUED)
On June 1, 2000, a consulting agreement was entered into between the Company
and Netreach Studios, Ltd., a marketing consultant of the Company ("the
Consultant"). The Consultant would accept as compensation from the Company in
full for all consulting services to be provided from June 1, 2000 to May 31,
2004, a fee consisting of the following:
(c) 100,000 shares of common stock of the Company; and
(d) options to acquire 100,000 shares of common stock of the Company, at
an exercise price of $5.00 per share.
On July 20, 2000, 100,000 shares of common stock were issued to the Consultant.
Expense is recorded based on the fair value of the stock at grant date and
recognized over the service period of the contract. $25,000 was recognized in
the current period. Up to date, the options have not been issued to the
Consultant. However, on September 21, 2000, the terms of the agreement were
changed to issue 500,000 options at $1. The value of the options is recognized
as expense over the service period of the contract. The value of the options
was determined using a Black Scholes model using the following assumptions:
Expected life : 6.25 years;
Risk free rate : 6%;
Dividends : 0;
Volatility : 85%.
$60,417 was recognized in the current period.
NOTE 4 - CAPITAL CONTRIBUTION
The Company has a plan to raise $2,000,000 through the sales of 200,000 shares
of its common stock at $4.00 per share to an investor and the investor would
also receive warrants to purchase 200,000 shares of common stock at $6.00 per
share. As of December 31, 1999, $500,000 has been received from the investor in
this offering. During the period ended September 30, 2000, $300,000 was
received from the investor. On July 19, 2000, the Company issued 200,000 shares
of its common stock to the investor. Accordingly, $800,000 was capitalized as
common stock and additional paid-in-capital as of the period end.
F-7
<PAGE> 10
ITEM 2.
FORLINK SOFTWARE CORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Expressed in US Dollars)
The following discussion and analysis should be read in conjunction with the
Company's financial statements and notes thereto included elsewhere in this
Form 10-QSB. Except for the historical information contained herein, the
discussion in this Form 10-QSB contains certain forward looking statements that
involve risks and uncertainties, such as statements of the Company's plans,
objectives, expectations and intentions. The cautionary statements made in this
Form 10-QSB should be read as being applicable to all related forward
statements wherever they appear in this Form 10-QSB. The Company's actual
results could differ materially form those discussed here.
As discussed in the Company annual report filed on Form 10-KSB, on November 3,
1999, the Company completed the reverse acquisition of Beijing Forlink Software
Technology Co. Ltd. ("BFST"). 100% of the registered share capital of BFST was
acquired by the Company, in exchange for 20,000,000 shares of the Company's
$0.001 par value common stock, plus cash consideration of Renminbi (RMB)
1,000,000. After issuing 20,000,000 shares of the common stock to the original
owners of BFST, the Company had a total of 25,000,000 shares of common stock
issued and outstanding. On December 6, 1999, the Company's name was changed to
Forlink Software Corporation, Inc. ("Forlink"). The Company is engaged in the
internet software system development business, and the internet vertical portal
business. The business of BFST has become the business of the Company.
During the quarter ended September 30, 2000, the Company issued 400,000 shares
of common stock. Hence, the total shares of common stock have been increased to
25,400,000 as of September 30, 2000.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 compared to Three Months Ended September
30, 1999, and Nine Months Ended September 30, 2000 compared to Six Months End
September 30, 1999
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THREE MONTHS ENDED NINE MONTHS ENDED
SEP. 30, 2000 SEP. 30, 1999 SEP. 30, 2000 SEP. 30, 1999
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<S> <C> <C> <C> <C>
NET SALES $217,800 $ 14,505 $593,571 $ 23,634
</TABLE>
Net sales were derived principally from Forlink brand "For-Series" internet
software tools sales and internet software system integration.
Net sales of $217,800 in the September quarter of fiscal year 2000 increased by
1402% over the third quarter of fiscal year 1999.
The revenue growth was primarily attributable to marketing efforts and
increased "For-Series" brand awareness. Our "For-Series" internet software
tools can support our customers to build a business web site within a short
period of time. Our "For-Series" internet software tools are accepted by a
considerable number of customers in the People's Republic of China ("PRC"),
such as Legend Computer Co., Ltd., Chinese.com, Zhaodaola.com, Industrial and
Commercial Bank of China, newpalm.com, palm365.com, ccidnet.com, fm365.com,
http://www.95950.com, etc.
2
<PAGE> 11
On a year to date basis, net sales in the first nine months of the fiscal year
2000 totaled $593,571, an increase of 2411% over the first nine months of the
fiscal year 1999. The significant revenue growth was driven by the demand for
the Company's products.
During the third quarter of 2000, the Company mainly expanded the functions of
"For-Mail" and "For-Search". Both of these products received a "Five Star
Product" rating (the highest possible rating), by "PC COMPUTING" Magazine.
Cost of sales consisted principally of salary for internet technicians, costs
of promotion, system sales and integration, rent of office, depreciation and
other associated costs relating to the delivery of services.
Cost of sales of $142,886 in the September quarter of fiscal year 2000
increased by 2411% over the third quarter of fiscal year 1999. On a year to
date basis, cost of sales in the first nine months of the fiscal year 2000
totaled $341,512, an increase of 4321% over the first nine months of the fiscal
year 1999.
The increase in cost of sales was driven by the increase in the purchases of
computer related components from third party and increase in the level of
sales. As above mentioned, the Company was in the initial development stage
during the comparable period.
Selling expenses of $38,206 in the September quarter of fiscal year 2000
increased by 1798% over the third quarter of fiscal year 1999. On a year to
date basis, selling expenses in the first nine months of fiscal year 2000
totaled $125,838, an increase of 1934% over the first nine months of the fiscal
year 1999. The increase in selling expenses was attributable to the increase in
headcount number of the departments of sales and customers service. As well,
the Company has increased staff salary to a competitive market level.
General and administrative expenses of $983,336 in the third quarter of fiscal
year 2000 increased by 20,179% over the third quarter of fiscal year 1999. On a
year to date basis, G&A expenses in the first nine months of fiscal year 2000
totaled $1,234,716, an increase of 8,124% over the first nine months of the
fiscal year 1999. The increase in general and administrative expenses was
because of substantial non-cash compensation expenses (described below), in
addition to the increase in salary of employees at the management level, and
increased rental expenses of $70,735 and advertising expenses of approximately
$89,715 during this quarter. The number of employees was increased from 15 as
of September 30, 1999 to 60 as of September 30, 2000. The Company has also
taken an aggressive marketing strategy such as launching a net flash program on
China Central TV channel and other 12 TV channels. In order to recruit
experienced computer engineers/technicians, the Company has to increase the
staff salary to a competitive market level.
Included in the G&A expenses for the quarter ended September 30, 2000 were
$713,500, in non-cash compensation expenses incurred as a result of the
accounting effect of granting and repricing certain stock options and the
issuance of shares for services. The details are as follows:
1. On June 1, 2000 the Company established a plan of stock-based
compensation incentives for selected eligible participants who are the staff
and consultants of the Company. The accounting effect in connection with the
grant of 337,000 stock options was to recognize an aggregate of $252,750 in
compensation expense in the current quarter.
2. On June 1, 2000, the Board of Directors authorized the issuance of
an aggregate of 200,000 shares to two consultants as compensation for future
services. These shares were issued in July 2000. Compensation expenses were
recorded based on the fair value of the stock at grant date and
3
<PAGE> 12
recognized over the service period of the service agreements with the
consultants. As a result, an aggregate of $158,333 in compensation expense was
recognized in the current quarter income statement.
3. On September 21, 2000, outstanding options were repriced to an
exercise price of $1.00 per share, and an additional 1,000,000 options were
granted, also with an exercise price of $1.00 per share. As a result, an
aggregate of $302,417 in compensation expense was recognized during this
quarter.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 2000, the Company had $334,117 in cash on hand, and a
working capital surplus of $472,381. However, due to the rapid growth of the
Company, additional capital may be required. In order for the Company to meet
its continuing cash requirements and to successfully implement its growth
strategy, the Company will need to rely on increased future revenues and/or
will require additional financing. In the event additional financing is
required, no assurances can be given that such financing will be available in
the amount required or, if available, that it can be on terms satisfactory to
the Company.
COMPETITION
As an internet software tools development Company, the Company stands in a
unique position in the growing internet market in Peoples' Republic of China
("PRC"). The Company has developed "For-Series" internet tools, "For-Mail",
"For-Search" etc. All the products are used by a considerable number of
reputable companies in the PRC. In order to solidify our products' leading
market position, more resource will be allocated to the product developments.
MANAGEMENT OF GROWTH
If the Company is successful in implementing its growth strategy, the Company
believes it can undergo a period of rapid growth. The Company will focus on
"For-Mail" and "For-Search" development and marketing promotion. The Company
will develop "For-Mail" and "For-Search" in depth and, based on these two
products, develop software application for users in the finance and banking
industrial sector and certain government departments such as the Public
Security Bureau. The Company has integrated the SMS and WAP to its "For-Mail"
and "For-Search". The new system has been implemented on two influential
wireless sites in the PRC. The Company also begins to develop UMS system in the
current quarter (Unified Message System).
4
<PAGE> 13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS - None.
ITEM 2. CHANGES IN SECURITIES.
On September 19, 2000, the Company filed a Form 8-A which registered
its $.001 par value common stock pursuant to Section 12(g) of the Securities
Exchange Act of 1934.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS.
The Company held its Annual Meeting of Stockholders on October 20,
2000. Proxies were solicited pursuant to Regulation 14A under the Securities
Exchange Act of 1934. The matters voted upon and the results thereof were as
follows:
1. Election of the following individuals to serve as Directors
until their successors are duly elected and qualified:
Xiaoxia Zhao, Liang Che, Wei Song, Jie Zhang, Michael Harrop,
Ma Shengli, and Huakang He:
For Against Abstain
--- ------- -------
21,320,577 100 2,300
2. Ratify the appointment of BDO International as the
independent auditors for the current fiscal year:
For Against Abstain
--- ------- -------
21,320,577 2,950 450
ITEM 5. OTHER INFORMATION - None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit Number and Brief Description.
2.1 Plan of Reorganization dated November 3, 1999 (Incorporated
by reference to Exhibit No. 2.1 of the current report on Form
8-K dated November 3, 1999, and filed November 18, 1999.)
2.2 Addendum to the Plan of Reorganization dated November 3,
1999. (Incorporated by reference to Exhibit No. 2.2 of the
current report on Form 8-K/A-2 dated November 3, 1999, and
filed March 31, 2000.)
3.1 Articles of Incorporation, as amended and currently in
effect. (Incorporated by reference to Exhibit No. 3.1 of the
Form 10-QSB for the quarter ended March 31, 2000, and filed
on May 13, 2000.)
3.2 Bylaws dated May 11, 2000. (Incorporated by reference to
Exhibit No. 3.2 of the Form 10-QSB for the quarter ended
March 31, 2000, and filed on May 13, 2000.)
10.1 Forlink Software Corporation, Inc. Stock Plan dated June 1,
2000. (Incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-8 (file no.
333-41700) filed July 19, 2000.)
27 Financial Data Schedule. (Filed herewith.)
(b) Reports on Form 8-K - None.
5
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
FORLINK SOFTWARE CORPORATION, INC.
By: /s/ Liang Che
--------------------------------
Liang Che, CEO and CFO
Date: November 16, 2000
6
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Plan of Reorganization dated November 3, 1999 (Incorporated
by reference to Exhibit No. 2.1 of the current report on Form
8-K dated November 3, 1999, and filed November 18, 1999.)
2.2 Addendum to the Plan of Reorganization dated November 3,
1999. (Incorporated by reference to Exhibit No. 2.2 of the
current report on Form 8-K/A-2 dated November 3, 1999, and
filed March 31, 2000.)
3.1 Articles of Incorporation, as amended and currently in
effect. (Incorporated by reference to Exhibit No. 3.1 of the
Form 10-QSB for the quarter ended March 31, 2000, and filed
on May 13, 2000.)
3.2 Bylaws dated May 11, 2000. (Incorporated by reference to
Exhibit No. 3.2 of the Form 10-QSB for the quarter ended
March 31, 2000, and filed on May 13, 2000.)
10.1 Forlink Software Corporation, Inc. Stock Plan dated June 1,
2000. (Incorporated by reference to Exhibit 10.1 of the
Company's Registration Statement on Form S-8 (file no.
333-41700) filed July 19, 2000.)
27 Financial Data Schedule. (Filed herewith.)
</TABLE>
