SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-KSB

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

For the Fiscal Year Ended June 1997

( ) TRANSITION REPORT PURSUANT TO SECTION 
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 33-3272-W

LOTUS PACIFIC, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State of Organization)

52-1947160
 (I.R.S. Employer Identification Number)

200 Centennial Avenue, Suite 201, Piscataway, New Jersey 08854
(Address of principal executive offices)

(732) 885-1750
(Registrant's telephone number, including area code)

     Securities registered pursuant to Section 12(b) of the Act: None
     Securities registered pursuant to Section 12(g) of the Act: None

Check whether the issuer (1) filed all reports required 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  ____X____     No ________

The aggregate market value of the common stock held by non-affiliates 
as of June 30, 1997: $ 55 million based on the day's settlement price.

Shares outstanding of the issuer's common stock as 
of June 30, 1997:  40,737, 054 shares. 

The issuer had net income of $ 43,390 for the year ended June 30, 1997.

      
Part I

Item 1. Description of Business.

(a) General Development of Business

Lotus Pacific, Inc. (the "Registrant" or "Company"), was incorporated 
under the laws of the State of Delaware on June 25, 1985. The 
Registrant was organized to raise capital and to investigate and 
acquire any suitable asset, property or other business opportunity 
which, in the opinion of management, would be in the best interests 
of the Company.

In April 1987, the Company completed a public offering of securities 
registered on Form 3-18 with the Securities and Exchange Commission.  
The Company completed a business acquisition in January 1991, and 
pursued a specified business program until March 1993. In June 1993, 
the company disposed of all of its interests in other entities and 
ceased to have any business operations.

In September 1994, the Company completed a transaction wherein it sold 
7,000,000 shares of its common stock (after giving effect to a 1 for 50 
reverse stock split) for $7,000, and sold 4,300 shares of Series A 
Preferred Stock for $43,000 to Lotus International Holdings Corp.  
The company also sold 1,000,000 shares of common stock to other persons 
for $1,000.  In connection with said transactions the Company appointed 
new officers and directors and changed its corporate name to Lotus 
Pacific, Inc. 

In March 1995, the Company issued another 18,000,000 shares of its 
common stock to Lotus International Holdings Corp. for $180,000. 
 
In September 1995, the Company entered into a Stock Exchange Agreement 
wherein it acquired a 70% equity interest in Shanghai Union Auto-Bicycle 
Co., Ltd. ("Shanghai Union"), a company located in Shanghai, China. 
The registrant issued 560,000 restricted shares of its common stock as 
the sole consideration given for the 70% interest in Shanghai Union.  
In June 1996, the registrant entered into a second Stock Exchange 
Agreement wherein it exchanged the 70% equity interest in Shanghai 
Union with a Hong Kong company for 112,000 shares of common stock
of Rightiming Electronics Corp., a Delaware corporation.  In May 6, 1997, 
the registrant sold the 112,000 shares of Common Stock of Rightiming 
Electronics Corporation for US $571,200. This divestment was part of 
the Company's overall investment adjustment.

The Company changed all of directors and officers as a result of the 
change in the majority ownership in January 1997,.  In the same month 
the Company set up two wholly owned subsidiaries,  Richtime Far East 
Ltd. in Hong Kong. and Regent Electronics Corp. in the State of Delaware.  

Following the change of Board of Directors and officers and the formation 
of the two subsidiaries, the Registrant chose to make the company 
operational.  In June, 1997, the Company, through its direct subsidiary 
Regent Electronics Corp., acquired Amiga-based, multimedia technology 
related assets and rights from Rightiming Electronics Corp., a NJ-based 
high-tech company, for an aggregate consideration of US $5 million plus 
8 million shares of Common Stock of Regent Electronics Corp. The acquired 
assets included all Commodore-Amiga's patents, licenses, trademarks, and
copyrights to be registered and used in China, Taiwan, Hong Kong, Macao 
and the bordering countries between China and the former Soviet Union. 
Over the past years Rightiming developed a series of  multimedia and 
multi-functional TV set top box, including Wonder TV A-6000.

To finance the purchase for Regent Electronics, the Company raised needed 
capital by issuing 10 million shares of Common Stock to Evernew 
International Ltd. on April 21, 1997, and 3.1 million shares of Common 
Stock to Evolving Investments Ltd. on May 5, 1997  for total consideration 
of $5.1 millions. The registrant also issued to Evolving Investments Ltd. 
8 million redeemable shares of Common Stock Purchasing Warrants 
for $80,000. The Warrants will be exercisable for a period of five years 
voiding after May 5, 2002. Each warrant is entitled the holder to purchase 
one share of Common Stock of the Company at a price of $3.00 per share.

Richtime Far East Ltd., the other subsidiary of the Company, started 
its high-quality garment import and export business in January 1997 in 
Hong Kong.  The Company receives customer orders from Europe and North 
America, and contract the orders to garment manufacturers mainly in 
Nanjing, Jiansu, China.  The Company then shipped the products overseas.

As of June 30, 1997, the Company had 40,737,054 shares of Common Stock 
issued and outstanding, 4,300 shares of Series A Preferred Stock and 
8,000,000 Common Stock Purchasing Warrants issued and outstanding, 
and 1,090,000 stock options execisable at $ 6.00 per share and being 
expired in May 2002.

(b) Results of Operations

Regent Electronics Corp., with 70% shares owned by the Company, started 
its full  operation in June 1997. Based on the prototype of Amiga 
technology based multimedia and multi-functional TV set top box developed 
by Rightiming Electronics Corp.,  the computer and software engineers of 
Research & Development Department of the Regent Electronics Corp. are 
finalising the first of its serial products Wonder TV A-6000. Wonder 
TV A-6000 features an all-in-one box system with combined functions of 
a multimedia personal computer, a fax machine, a Karaoke machine, an Internet 
box, and audio CD player, a video CD player and an electronic game machine. 
The Company has applied for the registration of its patents in China. 

Starting from January 1997, Richtime Far East Ltd., the Company's wholly 
owned subsidiary, operates import and export business in garment in 
Hong Kong. As the first step of its business plan, Richtime  focuses on 
import and export of high-quality sports wear, in which the management 
of Richtime has many years of experiences.  In business operation, 
Richtime takes customer orders mainly from the US. and European countries, 
and contracted the orders to the manufactures located in Nanjing City, 
Jiangsu Province and other Chinese cities.

For the first six months of 1997, Richtime Far East Ltd. had a net income 
of $ 187 thousand.  For the first quarter, its sales was $ 590 thousand 
and revenue $ 65 thousand. For the second quarter, its sales reached 
about $ 1.4 million and revenue $ 148 thousand.

In May 1997, the Company received a net cash of $571,200 by selling
112,000 shares of Common Stock of Rightiming Electronics Corporation.
The Company received the 112,000 shares from a Hong Kong company by 
offering 70% equity interest in Shanghai Union Auto-Bicycle Co. Ltd.
(Shanghai Union) to that company in June 1996.  The Company held the
70% equity interest in Shanghai Union for about 9 months between
September 1995 and June 1996.  Shanghai Union is incorporated in China
and licensed to manufacture and sell bicycles, bicycle wheel hub 
motors and related parts. Its main products include three models 
of motorized bicycles: TH 938-ZII 24", TH 938-ZIII 24" and TH 958-Z 22".
During those three quarters while the Company held 70% equity interest,
the gross sales of Shanghai Union was $140 thousand, $350 thousand
and $250 thousand respectively, and net income or loss was $ 874 loss,
$31,000 income and $6,000 loss respectively.  As Shanghai Union
did not generate sufficient revenues and profits, the management
of the Company decided to unload its equity interest in that
company.

(c) Trademarks, Copyrights and Licenses

The Company holds all right, title, and interest in to the trademarks, 
copyrights, patent license of Amiga/Commodore for registration and use in 
the People's Republic of China, Taiwan, Hong Kong, Macao and the Asian 
bordering countries between the People's Republic of China and the Former 
Soviet Union.  

Item 2. Properties.

The Company principal executive offices are located at 200 Centennial 
Avenue, Piscataway, New Jersey. The following table summarises the lease 
agreement held by the Company's subsidiaries relating to offices and 
other facilities:

Location      Lease Term   Commence Date      Expiration Date      Annual Rent

Piscataway    5 years       June 5, 1997       June 4, 2002         $ 80,400
New Jersey

Middlesex     1 year        June 5, 1997       June 4, 1998         $ 20,700
New Jersey

Exton         1 year        June 5, 1997       June 4, 1998         $ 10,500
Pennsylvania

Overseas, Richtime Far East, Ltd. maintains an office space in Block B, 6/F, 
Hung To Road, Kwun Tong, Kowloon, Hong Kong with monthly rent of HK$ 5,000.  

Item 3. Legal Proceedings.

There are not currently any material pending legal proceedings, to which 
the registrant is a party or to which any of its property is subject and 
no such proceedings are known to be the registrant to be threatened or 
contemplated by or against it.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted to a vote of the security holders, through 
solicitation of proxies or otherwise during the fiscal year covered by 
this report.


Part II

Item 5. Market  for Common Equity and Related Stockholder Matters

(a) Market Information.

The registrant's common stock is traded on OTC Electronic Bulletin 
Board, and there are currently five market makers for the stock of the 
Company.

(b) Holders.

The number of registered holders of the Company's common stock as of 
June 30, 1997 is 497. 

(c) Dividends.

The registrant has not paid any cash dividends to date and does not 
anticipate or contemplate paying dividends in the foreseeable future. 
It is the present intention of management to utilise all available funds 
for the development of the Company's business.

Item 6. Management's Discussion and Analysis or Plan of Operation.

The Company has changed its business direction and started its new business 
operations since January 1997 by setting up two wholly owned subsidiaries, 
one conducting research, design and manufacture of multimedia consumer 
electronic products and the other apparel wholesale trade.  Initial result 
of business operation was to the satisfaction of the Company's management. 

The management of the company foresees cash flow requirement for a high 
tech company like Regent Electronics Corp. in its project of continues 
research & development.  The investment in Richtime Fareast Ltd. by 
the company is expected to generate income for the company, which could 
help to solve the cash flow issue in part. The Company, through its 
subsidiary Richtime Far East, Ltd., will continue to look for business 
opportunities for expansion.  While currently focusing on sports wear, 
the Company plans to increase its types of wholesale in garment to other 
high-quality casual wear.  The Company will also look for garment 
manufacturing bases in China other than the one in Nanjing, China.  

In the 1997-98 fiscal year, the Company, through its subsidiary Regent 
Electronics Corp.,  will actively look for business opportunities in China 
and its bordering countries to manufacture and market multimedia product 
Wonder TV A6000. The Company has been contacting several big TV 
manufacturers in China seeking a contractor for such purpose.  
The management of the company is confident in its market potential of the 
Wonder TV A6000 based on the continuation of economic growth and the 
increasing demand for Internet and multimedia entertainment in China. It
is part of the Company's business strategy to use the revenues generated 
from sales of Wonder TV A6000 to finance the company's research and 
development in its set top box which will be marketed in world market.  
The Company  is conducting research and development in additional 
software programs and accessories for Wonder TV A6000, and the next 
generation of products for multimedia home entertainment.

Some international companies with capability of producing similar products 
are also trying to enter into the China's multimedia entertainment market.  
To improve its competitiveness, the Company focuses on products that are 
accustomed to Chinese cultural tradition and the Company will persist in 
its aggressive drive to reduce business costs. While subject to many 
variables, the management of the Company anticipates revenue increases in 
the coming fiscal year.

The Company will continue to raise capital necessary for its expansionary 
operations, research and development.    
    
Item 7. Financial Statements.

See attached audited financial statements.

Item 8. Changes In and Disagreements with Accounting and Financial 
Disclosure.

The Company appointed the accounting firm of Schiffman, Hughes & Brown to 
serve as the independent auditors of its year end financial statements 
starting from its fiscal year of 1995. To the best knowledge of current 
management, the Company did not use an auditor for its fiscal year prior to 
1995 and therefore had no auditors.  

To the best knowledge of current management, no adverse opinion, 
disclaimer of opinion, qualification or modification as to uncertainty, 
audit scope or accounting principles exists in any report of any prior 
auditors on the financial statements of the Company except with respect to 
the Company's ability to go forward as a going concern. 

Part III

Item 9.  Directors, Executive officers, Promoters and Control 
Persons; Compliance with Section 16(a) of the Exchange Act. 

(a) Identification of directors and executive officers.

Following the changes in the Board of Directors of Lotus International 
Holdings Corp., the largest shareholder of the Company, the Board of 
Directors of the Company was reelected on January 28, 1997. James Yao, 
Chairman of Lotus International Holdings Corp., was elected as Chairman 
of the Board of Directors and President of the Company. 

Effective as of May 30, 1997, Cheng Wang resigned from the Board of 
Directors for personal reasons, and the registrant elected Jeremy Wang 
as a director to the Board.

The current directors of the registrant, who will serve until next 
annual meeting, or until their successors are elected or appointed and 
qualified, and the current executive officers are set forth below:

   Name            Age        Date Appointed     Position

James Yao         43         January 1997        Chairman,President & Director
James Liu         42         January 1997        Vice President & Director
David Leung       52         January  1997       Vice President & Director
Jeremy Wang       42         May 1997            Director
Gu Huang          42         January 1997        Secretary  and Treasurer

(b) Significant employees.

The registrant has no significant employees.

(d) Business Experience.

(1) Background

James Yao.   Mr. Yao is President of Yao Investment Corp. Currently, 
he is also serving as Chairman and President of Lotus International 
Holdings Corp. He was President of Shanghai Haohua Garment Co., Ltd. 
from 1980 to 1985. He graduated from Miya Gawa University in Tokyo, Japan.

James Liu.  Mr. Liu is President of JBL International Inc. in New York 
City. He is a director of Lotus International Holdings Corp. From 1983 
to 1990, he was a manager in charge of international trade in Jiangsu 
Provincial Government of the People's Republic of China. He graduated with 
a B.A. degree from Nanjing University, China.

David Leung.  David Leung was General Manager of Shenzhen New Technology 
Development Co., Ltd. in Shenzhen, China. He is a director of Lotus 
International Holdings Corp. He worked as a research fellow at Electronics 
Research Institute in Guangzhou, China under Academia Sinica from 1984 to 
1992. Mr. Leung had a BS from Beijing Institute of Technology.

Jeremy Wang.  Jeremy Wang is currently director of Evernew International 
Ltd. In the past ten years, he worked at AT&T Bell Laboratories and Merck & 
Co. designing hardware and software systems. He held various 
responsibilities in system engineering, development and product management 
in the telecommunications industry. Mr. Wang had a MS in Chemical 
Engineering from University of Virginia, and a MS in Computer Science from 
New Jersey Institute of Technology.

Gu Huang.  Mr. Huang was a Financial Analyst with Rightiming Electronics 
Corp.  He served as a financial analyst in China Finance & Investment Corp. 
from 1992 to 1994. He was a research fellow at Economic Research Institute, 
Chinese Academy of Social Sciences in Beijing. He held an MBA in finance 
from University of New Haven in 1992, and an MA in Economics from Yale 
University in 1987.

(2) Directorships
 
Except as described herein none of the registrant's directors, not any 
person nominated or chosen to become a director holds any other 
directorships in any other company with class of securities registered 
pursuant to Section 12 of the Exchange Act or subject to the requirements 
of Section 15(d) of such Act or any company registered as an investment 
company under the Investment Company Act of 1940.

(e) Involvement in Certain Legal Proceedings.

None of the officers or directors have been involved in any material legal 
proceedings which occurred within the last five years of any type as 
described in Section 401(f) or Regulation S-K.

Item 10. Executive Compensation.

Officers &      Cash Compensation      Stock Options      Others 
Directors        For Six Month         (Note 1)           Compensations
                Ending June 1997

James Yao        $ 32,000               180,000           None  
James Liu        $ 0                    180,000           None  
David Leung      $ 0                    500,000           None  
Jeremy Wang      $ 0                    180,000           None  
Gu Huang         $ 18,000               None              None

(Note 1:  The company issued, as part of the compensation plans to its 
directors and officers, 910,000 stock options to James Yao (180,000), 
James Liu (180,000), David Leung (500,000) and Cheng Wang (50,000) on 
May 15, 1997. The options are exercisable at $6.00 per share and shall 
be expired on May 15, 2002.  The Company issued 180,000 stock options 
to Jeremy Wang on May 30, 1997. The options are exercisable at $6.00 
per share and shall be expired on May 30, 2002.)

Item 11. Security Ownership of Certain Beneficial Owners & Management.

The Company has 40,737,054 shares of common stock issued and outstanding 
and 4,300 shares of Series A Preferred Stock issued and outstanding. 
All of the series A Preferred Stock and 25,000,000 shares of the common 
stock are owned by Lotus International Holding Corp. The following 
companies and individuals hold 5% or more of the Company's common stock 
shares:

Evolving Investments Ltd.      3,100,000 shares      7.6%
Ziliang Liu                    2,100,000 shares      5.2%

None of the Company's officers and directors own shares individually.

Each share of Series A Preferred Stock has one vote per person.

James Yao and James Liu constitute the two sole directors of Lotus 
International Holdings Corp. and are also principal shareholders of 
that entity. 

There are no arrangements including pledges by any person of securities 
of the Company, the operation of which may at a subsequent date result 
in a change in control of the Company.

Item 12. Certain Relationships & Related Transactions.

In September 1994, the company issued 7,000,000 shares of common stock 
for $7,000 and 4,300 shares of Series A Preferred Stock for $43,000 to 
Lotus International Holding Corp. ("LIHC"), which  became the majority 
shareholder of the Company.  In April 1995, LIHC purchased an additional 
18,000,000 shares of common stock for $180,000.

Item 13.  Exhibits and Reports on Form 8-K.

(a) The following documents are filed as a part of this report:

1.   Audited Financial Statements for the year ended June 30, 1997 and 
1996 are included as part of this report.

2.  Financial Statement Schedules.

None.

3.  Exhibits.

None.

(b) Reports on form 8-K.

The Registrant filed a Form 8-K report as of January  28, 1997, wherein 
it reported under Item 1, effective January 28, 1997, the election of 
all new directors and officers. and resignation of all previous directors 
and officers.
  
The Registrant filed a Form 8-K as of April 21, 1997, wherein it reported 
under Item 1, issuance of 10,000,000 shares of common stock with par value 
of $ 0.001 per share to Evernew International Ltd. for aggregate 
consideration of $2,000,000.

The Registrant filed a Form 8-K as of May 15, 1997, wherein it reported 
under Item 2, issuance of 3,100,000 shares of common stock with par value 
of $ 0.001 per share to Evolving Investments Ltd. for aggregate 
consideration of $ 3,100,000, and 8,000,000 common stock purchasing 
warrants for aggregate consideration of $80,000, the warrants will be 
exercisable for a period of five years commencing from the issuing date 
and each warrant is entitled to purchase one share of common stock at a 
price of $3.00 per share. It also reported under Item 2 the sale of its
5% interest in Rightiming Electronics Corp. for $ 571,000.

The Registrant filed a Form 8-K as of June 3, 1997 and Form 8-K/A as of 
June 10, 1997, wherein it reported under Item 1 & 6, the election of 
Jeremy Wang to the board of directors and resignation of Cheng Wang as a 
director, and under Item 2, acquisition of Amig/Commodore technology 
for its subsidiary Regent Electronic Corp.




**********



LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JUNE 30, 1997 AND 1996





*********

SCHIFFMAN HUGHES BROWN
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTS

*********






SCHIFFMAN HUGHES BROWN
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTS



INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Lotus Pacific, Inc. and Subsidiaries

We have audited the accompanying balance sheets of Lotus pacific, Inc. 
and Subsidiaries as of June 30, 1997 and 1996 and the related statements of 
operations, stockholders' equity, and cash flows for the years then ended.  
These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements are 
free of material misstatement.  An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements.  An audit also includes assessing the accounting principles 
used and significant estimates made by the management, as well as 
evaluating the overall financial statements presentation.  We believe that 
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of Lotus Pacific, Inc.
and Subsidiary as of June 30, 1997 and 1996, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

/s/

Schffman Hughes Brown
Blue Bell, Pennsylvania
September 2, 1997


790 PENLLYN PIKE, SUITE 302, BLUE BELL, PENNSYLVANIA 19422
(215) 646-2000    FAX (215) 646-1937



LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND 1996


ASSETS
                                                 1997             1996
Current Assets:
   Cash                                      $   268,679         $213,082
   Advances                                        2,354
     Total current assets                        271,033          213,082

Investments (Note 4)                             600,000          172,395

Property and equipments:
    Furniture and office equipment                90,000
    Equipment                                  1,502,120
    Leasehold improvements                         1,041
                                               1,593,161
    Less: accumulated depreciation                26,623
                                               1,566,538
Other assets:
    Intangible asset, net of accumulated
     amortization of $ 28,480 in 1997          5,781,520
    Deposit                                        1,700
                                               5,783,220

                                               $8,220,791        $385,477

LIABILITY AND STOCKHOLDERS' EQUITY

Current liabilities:
   Account payable                           $     14,946
   Payroll taxes payable                           25,771
   Income taxes payable (Note 5)                  123,392
      Total current liabilities                   146,109

Minority interest in subsidiary (Note 4)2,317,815

Stockholders' equity:
    Common stock (Note 3)                          40,737        $ 26,937
    Preferred stock, Series A (Note 3)                  4               4
    Additional paid-in capital                  6,188,348         892,148
    Accumulated deficit                         (490,222)        (533,612)
                                                5,738,867         385,477
                                               $8,220,791        $385,477

                     See notes to financial statements  
 


LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED JUNE 30, 1997 AND 1996



                                        1997                  1996

Sales                                $   -0-               $   -0-

Operating expenses                    310,241                17,934

Operating loss                       (310,241)              (17,934)

Other income (expenses):
   Interest income                     11,186                11,008
   Research and development           (14,703)
   Gain on sale of investment         398,805
   Equity in earnings of 
     unconsolidated subsidiary                               29,090
                                      395,288                40,098

Net income before income taxes
   and minority interest in income
   of consolidated subsidiary          85,047                22,164

Income taxes (Note 5)                (123,842)

Minority interest in loss of 
   consolidated subsidiary             82,185                           

Net income                            $43,390               $22,164

Earnings per share                 $      .00             $     .00

Weighted average shares            29,238,081            26,799,387      

                    See notes to financial statements






LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED IN JUNE 30, 1997 AND 1996



         Common       Preferred              Additional
         Shares        Shares                Paid-in
         Outstanding  Outstanding  Amount    Capital     Deficit      Total


Balance, June 30, 1995      
         26,347,054   4,300         $26,351  $746,433  $(555,776)  $217,008

Issuance of common stock         
            590,000                     590   145,715               146,305

Net income for the year
 ended June 30, 1996                                      22,164     22,164

Balance, June 30, 1996    
         26,937,054  4,300           26,941  892,148    (533,612)   385,477

Issuance of common stock  
         13,800,000                  13,800  5,296,200            5,310,000

Net income for the year
 ended June 30, 1996                                      43,390     43,390

Balance, June 30, 1997    
         40,737,054    4,300        $40,741 $6,188,348 $(490,222)$5,738,867
 



                         See notes to financial statements




LOTUS PACIFIC, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1997 AND 1996

                                                      1997            1996
Cash flows from operating activities:
   Net income                                     $  43,390      $  22,164 
   Adjustments to reconcile income (loss) to
   net cash provided by operating activities:
   Depreciation and amortization                     55,103  
    Equity in earnings of unconsolidated subsidiary                (29,090)
    Gain on sale of investment                     (398,805)  
Changes in assets and liabilities:
    Increase in advances                             (2,354)
    Increase in deposit                              (1,700)
   Increase (decrease) in accounts payable           14,946         (4,400)
    Increase in payroll taxes payable                25,771
    Increase in income tax payable                  123,392  
    Increase in minority interest in subsidiary   2,317,815
Net cash provided by (used in) operating activities 2,177,558      (11,326)

Cash flows from investing activities:
   Purchase of property and equipment            (1,593,161)      
   Purchase of intangible asset                  (5,801,000)
Net cash used in investing activities            (7,403,161)

Cash flows from financing activities:
   Issuance of common stock                       5,310,000          3,000
   Proceeds from sale of investment                 571,200
   Acquisition of investment                       (600,000)  
Net cash provided by financing activities         5,281,200          3,000

Net cash increase (decrease) in cash                 55,597         (8,326)

Cash, beginning                                     213,082        221,408

Cash, ending                                     $  268,679      $ 213,082

Supplemental disclosure of cash flow information:
   Cash paid for taxes                           $      150      $       0 

Supplemental disclosure of non-cash financing activities:
   Issuance of common stock for services         $        0      $   3,000  


                       See notes to financial statements




LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997 AND 1996



1.  Organization:

The Company's original business was to seek one or more potential business 
ventures, which, in the opinion of management may warrant involvement by 
the Company.  In January, 1997, the Company changed its business to that 
operated by its subsidiaries.  The Company was a holding company during 
the years ended June 30, 1997 and 1996.  During the year ended June 30, 
1996 the Company acquired a 70% interest in Shanghai Union Auto Bicycle 
Co., Ltd. which it exchanged for a 5% interest in Rightiming Electronics 
Co. and acquired a 70% interest in Regent Electronics Corp. in January, 
1997, the Company set up a wholly owned subsidiary, Richtime Far East, 
Ltd. (a Hong Kong company operated in Hong Kong).  The Company is 
continuing to investigate business opportunities.

2.  Summary of significant accounting policies:

Principle of consolidation:

The accompanying financial statements include the accounts of Lotus 
Pacific, Inc. and its 70% owned subsidiary, Regent Electronics Corp.  
The 30% non-owned portion of Regent Electronics Corp. appear as minority 
interest in subsidiary on the balance sheet in accordance with generally 
accepted accounting principles.  All intercompany transactions have been 
eliminated in consolidation.

Cash and cash equivalents:

For purposes of reporting cash flows, the Company considers all cash 
accounts which are not subject to withdrawal restrictions or penalties 
to be cash or cash equivalents.

Equipment and depreciation:

Property and equipment are stated at cost. Depreciation is calculated 
using the straight-line method over their estimated useful lives from 3 
to 10 years.  Depreciation expense for the years ended June 30, 1997 
and 1996 was $26,623 and $-0-, respectively.

Intangible asset:

Intangible asset consists of the acquisition of patents by the Company 
in June 1997.  The patents are carried at cost and amortized over the 
useful life of 17 years.



LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996


2.  Summary of significant accounting policies (continued):

Reclassification of financial statement presentation:

Certain reclassification have been made to the 1996 financial statement 
to conform with the 1997 financial statement presentation.  Such 
reclassification have had no effect on net income as previously reported.

Research and development:

Research and development costs consist of expenditures incurred by the 
Company during the course of planned search and investigation aimed at 
the discovery of new knowledge which will be used to develop and improve 
its Internet access product.  The Company expenses all such research and 
development costs as they are incurred.

Income taxes:

Income taxes are provided for the tax effects of transactions reported in 
the financial statements and consist of taxes currently due plus deferred 
taxes related primarily to differences between the basis of balance sheet 
items for financial and income tax reporting.  There is no difference 
between the basis for financial and income reporting.

Investment in unconsolidted subsidiary:

The Company recorded its investment in Richtime Far East, Ltd. (a Hong 
Kong company) at cost.

3.  Issuance of stock:

The Company, on September 13, 1994, effected a 1 for 50 reverse stock 
split, lowering shares outstanding from 17,352,7000 to 347,054, along with 
amending its Certification of Incorporation to authorize 50,000,000 shares 
of common stock at $.001 par value, 100,000 shares of preferred stock 
at $.001 par value and 4,300 shares of Series A preferred stock at $.001 
par value.  The Series A preferred stock has a preference of a $10 per 
share stated value upon liquidation of the Company.

On September 26, 1994, the Company sold 7,000,000 shares of its common 
stock and 4,300 shares of its Series A preferred stock to Lotus 
International Holdings Corp. for aggregate consideration of $50,000.  
All shares authorized have a par value of $.001 per share.



LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996

3.  Issuance of  stock (continued):

On September 27, 1994, the Company issued 320,000 shares of its common 
stock to 10 various individuals and another 680,000 shares of its common 
stock to U.S. Securities & and Futures Corp. for $.001 per share for total 
consideration of $1,000.

The Company sold 18,000,000 shares of its common stock at $.001 per share 
to Lotus International Holdings Corp. on March 28, 1995 for aggregate 
consideration of $ 180,000.  

On September 25, 1995 the Company issued 590,000 shares of its common stock 
in exchange for an interest in common stock of another company and fees.

4.  Acquisitions and dispositions:

Shanghai Union Auto Bicycle Co., Ltd.:

On September 25, 1995 the Company exchanged 560,000 shares of its common 
stock for a seventy percent equity interest in Shanghai Union (Shanghai 
Union) Auto Bicycle Co., Ltd. in Shanghai People's Republic of China.  
At September 25, 1995 Shanghai Union had stockholder's equity 
of $ 204,721, 70% thereof was $143,305.

On June 28, 1996 the Company exchanged its investment in Shanghai Union 
for 5% of the outstanding common stock of Rightiming Electronics Corp. 
(Rightiming).  Rightiming was incorporated on January 4, 1996 to design 
and manufacture electronic software and other products to be marketed 
in the Far East.  Five percent of Rightiming's stockholder's equity 
was $268,018 upon the date of acquisition.  The Company recorded its 
investment in Rightiming at the value of its investment in Shanghai 
Union, on the date of the exchange, $172,395.  On May 6, 1997, the Company
sold its 5% interest in Rightiming Electronics Corp. for $571,200.

Regent Electronics Corp.:

In April 1997, the Company also acquired 70% of the stock of Regent 
Electronics Corp. for $5,388,000. Regent Electronics Corp. was incorporated
to manufacture electronic Internet access software equipment to be
marketed and sold in the Far East.  The accounts of Regent Electronics
Corp. are consolidated with the parent's (Lotus Pacific, Inc.) accounts.



LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996


Richtime Far East, Ltd.:


In April 1997, the Company acquired 100% of the stock of Richtime Far 
East, Ltd. (a Hong Kong corporation) for monetary consideration of 
$600,000.  The management of Lotus Pacific, Inc. has limited operational 
input upon the operations of Richtime Far East, Ltd. and carries the 
investment at cost.  Richtime Far East, Ltd. is not consolidated with 
Lotus Pacific, Inc. in accordance with generally accepted accounting 
principles.


Pertinent financial information for Richtime Far East, Ltd. is as follows:

                                      Unaudited
               Sales                 $1,990,480
               Gross Profit          $  213,717
               Net Income            $  177,742


5.  Income taxes:

Income taxes for years ended June 30, 1997 and 1996 consisted of the 
following:

                               1997             1996

          Current:
             Federal         $92,120           $  -0-
             State            31,722              -0-

                            $123,842           $  -0-

6.  Financial instrument:

Cash accounts are secured by the Federal Deposit Insurance Corporation up 
to $100,000.  At June 30, 1997 and June 30, 1996, the uninsured balance 
was $56,199 and $-0- respectively.


LOTUS PACIFIC, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1997 AND 1996


7.  Condensed financial statements for Regent Electronics Corp. 
at June 30, 1997:


                            BALANCE SHEET 

                              ASSETS

Current assets                        $     205,035
Property and equipment                    1,564,334
Other assets                              5,783,220

                                      $   7,552,589         

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities                   $      38,539

Stockholders' deficit:
    Common stock                             26,000  
    Additional paid-in capital            7,762,000
    Accumulated deficit                    (273,950)
                                          7,514,050
 
                                      $   7,552,589

                   STATEMENT OF OPERATIONS

Interest income                       $       2,563
Operating costs and expenses               (276,513)

Net Loss                              $    (273,950)

            STATEMENT OF CASH FLOWIn September 1995

Cash flows used in operating activities    (235,411)
Cash flows used in investing activities  (7,347,554)
Cash flows from financing activities  $   7,788,000

Net increase in cash                  $     205,035







Signature

Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the registrant had duly caused this registration statement 
to be signed on its behalf by the undersigned, thereto duly authorised.




Date: August 15, 1997               Lotus Pacific, Inc.

                                                               
                                /S/  James Yao, Chairman & President

                                /S/  Gu Huang, Secretary & Treasurer


Pursuant to the requirements of the Securities Exchange Act 1934, 
this report has been signed below by the following persons on behalf of 
the registrants and in capacities and on the dates indicated.

                               /S/   James Liu, Director & Vice President

                               /S/   Jeremy Wang, Director 

                               /S/   David Leung, Director & Vice President