SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended March 31, 2009





OR





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
  ACT





For
the transition period from ______ to __________





COMMISSION
FILE NUMBER: 001-34150





CHINA INFRASTRUCTURE
INVESTMENT CORPORATION


(Exact
name of registrant as specified in its charter)





Nevada
            
            88-0484183(State
      or other jurisdiction of incorporation or organization)
            
            (IRS
      Employer Identification No.)





Room
D, 2F, Building 12, Xinxin Huayuan, Jinshui Road, Zhengzhou, Henan
Province


The People’s Republic of
China


(Address
of principal executive offices)





(011)
86-375-2754377


(Registrant’s
Telephone Number, Including Area Code)





(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)





Check
whether the issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the preceding 12 months (or for 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 o




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T ('232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes oNo o




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):




Large
      Accelerated Filer  ̈
            Accelerated
      Filer  ̈
            Non-Accelerated
      Filer  ̈
            Smaller
      Reporting Company x





Indicate
by check mark whether the registrant is a shell company as defined in Rule 12b-2
of the Exchange Act.  Yes   ̈ No x





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:  As of May 14, 2009, the registrant had
80,000,000 shares of common stock, par value $0.001 per share, issued and
outstanding.









TABLE
OF CONTENTS




PART
      I FINANCIAL INFORMATION
              
              F-1ITEM
      1. FINANCIAL STATEMENTS
              
              F-1ITEM
      2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
    OPERATION
              
              -2-ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
              
              -12-ITEM
      4. CONTROLS AND PROCEDURES
              
              -12-PART
      II OTHER INFORMATION
              
              -12-ITEM
      1. LEGAL PROCEEDINGS
              
              -12-ITEM
      1A. RISK FACTORS
              
              -13-ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
              
              -13-ITEM
      3. DEFAULTS UPON SENIOR SECURITIES
              
              -13-ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
              
              -13-ITEM
      5. OTHER INFORMATION
              
              -13-ITEM
      6. EXHIBITS
              
              -13-SIGNATURES
              
              -16-






-1-


PART
I


FINANCIAL
INFORMATION




ITEM
1. FINANCIAL STATEMENTS




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES





FINANCIAL
STATEMENTS


TABLE
OF CONTENTS





PageCONDENSED
      CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2009 (UNAUDITED) AND JUNE 30,
      2008
            
            F-2CONDENSED
      STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE AND NINE
      MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
            
            F-4CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE NINE
      MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
            
            F-5NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE
      MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)
            
            F-7






F-1


CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS








ASSETSMarch
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)CURRENT
      ASSETSCash
      and cash equivalents
            
            $
            7,815,165
            
            
            $
            5,769,344Restricted
      cash
            
            
            -
            
            
            
            29,104Notes
      receivable
            
            
            -
            
            
            
            776,936Accounts
      receivable
            
            
            2,068,181
            
            
            
            2,006,848Other
      receivables
            
            
            266,248
            
            
            
            419,642Notes
      receivable from related parties, current
            
            
            8,225,090
            
            
            
            10,197,016Advance
      to a related party
            
            
            32,092,019
            
            
            
            21,733,471Other
      current assets
            
            
            1,237,873
            
            
            
            991,768Total
      current assets
            
            
            51,704,576
            
            
            
            41,924,129Toll
      road infrastructures, net
            
            
            443,219,929
            
            
            
            443,672,007Plant
      and equipment, net
            
            
            15,710,576
            
            
            
            15,943,451Land
      use rights, net
            
            
            47,757,742
            
            
            
            49,066,392Long-term
      investment
            
            
            1,460,792
            
            
            
            1,455,223Notes
      receivable from related parties, long-term
            
            
            139,784,046
            
            
            
            139,872,158Deferred
      taxes
            
            
            6,470,012
            
            
            
            6,059,721Total
      long-term assets
            
            
            654,403,097
            
            
            
            656,068,952TOTAL
      ASSETS
            
            $
            706,107,673
            
            
            $
            697,993,081




See
accompanying notes to the condensed consolidated financial
statements.





F-2





CHINA
INFRASTRUCTURE INVESTMENT CORPORATION
 (FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS




LIABILITIES AND
      SHAREHOLDERS’ EQUITYMarch
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)CURRENT
      LIABILITIESOther
      payables and accrued liabilities
            
            $
            1,732,505
            
            
            $
            4,840,299Short-term
      bank loans
            
            
            7,303,962
            
            
            
            -Current
      portion of long-term bank loans
            
            
            27,763,819
            
            
            
            10,678,425Payable
      to contractors
            
            
            25,765,702
            
            
            
            24,224,039Deferred
      taxes
            
            
            10,710,231
            
            
            
            8,556,534Other
      current liabilities
            
            
            922,706
            
            
            
            225,915Total
      current liabilities
            
            
            74,198,925
            
            
            
            48,525,212LONG-TERM
      LIABILITIESLong-term
      bank loans
            
            
            443,455,650
            
            
            
            466,512,413Deferred
      revenue
            
            
            6,598,476
            
            
            
            6,627,828Total
      long-term liabilities
            
            
            450,054,126
            
            
            
            473,140,241TOTAL
      LIABILITIES
            
            
            524,253,051
            
            
            
            521,665,453CONTINGENCIESSHAREHOLDERS’
      EQUITYCommon
      stock, $.001 par value, 150,000,000 shares authorized,80,000,000
      shares issued and outstanding as of March 31, 2009 and June 30, 2008,
      respectively
            
            
            80,000
            
            
            
            80,000Additional
      paid-in capital
            
            
            140,573,673
            
            
            
            140,573,673Accumulated
      other comprehensive income
            
            
            27,498,138
            
            
            
            26,818,531Retained
      earnings
            
            
            13,702,811
            
            
            
            8,855,424Total
      Shareholders’ Equity
            
            
            181,854,622
            
            
            
            176,327,628TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
            
            $
            706,107,673
            
            
            $
            697,993,081





See
accompanying notes to the condensed consolidated financial
statements.





F-3


CHINA
INFRASTRUCTURE INVESTMENT CORPORATION
 (FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES
 CONDENSED
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
 (UNAUDITED)




Three
      Months Ended March 31,
            
            
            Nine
      Months Ended March 31,2009
            
            
            2008
            
            
            2009
            
            
            2008REVENUES
            
            $
            10,234,820
            
            
            $
            11,630,749
            
            
            $
            37,779,524
            
            
            $
            40,509,496OPERATING
      COSTS
            
            
            584,314
            
            
            
            830,977
            
            
            
            4,259,217
            
            
            
            4,012,823DEPRECIATION
      AND AMORTIZATION
            
            
            1,588,909
            
            
            
            1,758,334
            
            
            
            5,489,104
            
            
            
            5,121,538GROSS
      PROFIT
            
            
            8,061,597
            
            
            
            9,041,438
            
            
            
            28,031,203
            
            
            
            31,375,135General
      and administrative expenses
            
            
            1,442,137
            
            
            
            825,983
            
            
            
            4,288,648
            
            
            
            3,211,241OTHER
      INCOME (EXPENSES)Interest
      expense, net
            
            
            (5,167,369
            )
            
            
            (6,061,743
            )
            
            
            (17,829,695
            )
            
            
            (17,677,618
            )Other
      income, net
            
            
            225,553
            
            
            
            290,200
            
            
            
            667,024
            
            
            
            679,216INCOME
      BEFORE INCOME TAXES
            
            
            1,677,644
            
            
            
            2,443,912
            
            
            
            6,579,884
            
            
            
            11,165,492INCOME
      TAX EXPENSE
            
            
            (429,409
            )
            
            
            (620,049
            )
            
            
            (1,732,497
            )
            
            
            (2,795,466
            )NET
      INCOME
            
            
            1,248,235
            
            
            
            1,823,863
            
            
            
            4,847,387
            
            
            
            8,370,026OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain
            
            
            221,361
            
            
            
            6,421,839
            
            
            
            679,607
            
            
            
            12,799,998COMPREHENSIVE
      INCOME
            
            $
            1,469,596
            
            
            $
            8,245,702
            
            
            $
            5,526,994
            
            
            $
            21,170,024WEIGHTED
      AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED
            
            
            80,000,000
            
            
            
            69,560,440
            
            
            
            80,000,000
            
            
            
            59,818,182NET
      INCOME PER COMMON SHARE, BASIC AND DILUTED
            
            $
            0.02
            
            
            $
            0.03
            
            
            $
            0.06
            
            
            $
            0.14





See
accompanying notes to the condensed consolidated financial
statements.




F-4
 
  CHINA
INFRASTRUCTURE INVESTMENT CORPORATION
 (FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 Nine
      Months Ended
                  March
      31,2009
                
                
                2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                
                $
                4,847,387
                
                
                $
                8,370,026Adjustments
      to reconcile net income to net cash provided by operating
      activities:Provision
      for doubtful accounts
                
                
                776,936
                
                
                
                664,658Depreciation
      and amortization
                
                
                5,942,194
                
                
                
                5,532,921Deferred
      taxes
                
                
                1,743,406
                
                
                
                2,498,801Deferred
      revenue
                
                
                (453,556
                )
                
                
                (424,291
                )Imputed
      interest
                
                
                398,881
                
                
                
                376,932Changes
      in operating assets and liabilities:(Increase)
      Decrease In:Accounts
      receivable
                
                
                (61,333
                )
                
                
                (2,083,557
                )Other
      receivables
                
                
                153,394
                
                
                
                607,941Other
      current assets
                
                
                (246,106
                )
                
                
                (565,699
                )Increase
      (Decrease) In:Other
      payables and accrued liabilities
                
                
                (3,107,794
                )
                
                
                (454,163
                )Other
      current liabilities
                
                
                696,791
                
                
                
                (107,883
                )Net
      cash provided by operating activities
                
                
                10,690,200
                
                
                
                14,415,686CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of construction in progress
                
                
                (1,693,181
                )
                
                
                (5,672,002
                )Purchases
      of plant and equipment
                
                
                (311,615
                )
                
                
                (485,713
                )Purchases
      of toll road infrastructures
                
                
                -
                
                
                
                (21,733
                )Proceeds
      from disposition of plant and equipment
                
                
                -
                
                
                
                162,817Increase
      in payable to contractors
                
                
                1,541,663
                
                
                
                -Decrease
      in notes receivable from related parties for interest
                
                
                3,351,680
                
                
                
                3,651,467Increase
      in advance to a related party
                
                
                (10,986,697
                )
                
                
                -Net
      cash used in investing activities
                
                
                (8,098,150
                )
                
                
                (2,365,164
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from long-term bank loans
                
                
                25,730,560
                
                
                
                160,822,769Repayments
      of long-term bank loans
                
                
                (33,522,192
                )
                
                
                (161,074,015
                )Proceeds
      from short- term bank loans
                
                
                7,298,269
                
                
                
                -Repayments
      of short- term bank loans
                
                
                -
                
                
                
                (10,923,768
                )Repayments
      of notes payable
                
                
                -
                
                
                
                (5,472,808
                )Restricted
      cash
                
                
                29,104
                
                
                
                2,631,475Net
      cash used in financing activities
                
                
                (464,259
                )
                
                
                (14,016,347
                )NET
      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
                
                
                2,127,791
                
                
                
                (1,965,825
                )Effect
      of exchange rate changes on cash
                
                
                (81,970
                )
                
                
                (1,450,213
                )Cash
      and cash equivalents at beginning of period
                
                
                5,769,344
                
                
                
                5,830,962CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                7,815,165
                
                
                $
                2,414,924SUPPLEMENTAL
      CASH FLOW INFORMATION:Interest
      paid
                
                $
                25,730,560
                
                
                $
                24,275,663Income
      taxes paid
                
                $
                43,665
                
                
                $
                682,736




See
accompanying notes to the condensed consolidated financial
statements.





F-5





CHINA
INFRASTRUCTURE INVESTMENT CORPORATION AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)




SUPPLEMENTAL
NON-CASH DISCLOSURES:




1.
              During
      the nine months ended March 31, 2009 and 2008, $1,694,502 and $4,370,769,
      respectively, were transferred from construction in progress to toll road
      infrastructures.




See
accompanying notes to the condensed consolidated financial
statements.





F-6




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)







1.           ORGANIZATION
AND PRINCIPAL ACTIVITIES




China
Infrastructure Investment Corporation (Formerly Learning Quest Technologies,
Inc.) and subsidiaries (“CIIC” or the “Company”) was incorporated under the laws
of the State of Nevada on January 11, 2001. Effective April 5, 2008, the Company
changed its name to China Infrastructure Investment Corporation.




On
February 8, 2008, the Company entered into a Share Exchange Agreement (the
“Exchange Agreement”) with Color Man Holdings Limited, a British Virgin Islands
company (“CMH”) and Joylink Holdings Limited, a British Virgin Islands company
and the sole stockholder of CMH (the “Stockholder”). As a result of the share
exchange, CIIC acquired all of the issued and outstanding securities of CMH, an
inactive holding company, from the Stockholder in exchange for 54,400,000
newly-issued shares of CIIC’s common stock, par value $0.001 per share (“Common
Stock”), representing 68% of CIIC’s issued and outstanding Common Stock (the
“Exchange”). The Company effectuated a 2-1 reverse split of its Common Stock
effective on December 3, 2007 effectively reducing the number of issued and
outstanding shares of Common Stock to 25,000,000 shares. On January 22, 2008,
the Company completed a dividend distribution to its shareholders of record as
of January 18, 2008 in the amount equal to five percent (5%) (1,250,005 shares)
of the then issued and outstanding Common Stock. There were 26,250,005 shares
outstanding in CIIC immediately before the Share Exchange Transaction and the
cancellation of 650,005 shares at the time of the Exchange. The Exchange was
intended to constitute a tax-free reorganization pursuant to the provisions of
Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. As a
result of the Exchange, CMH became a wholly-owned subsidiary of CIIC. Generally
accepted accounting principles require that a company whose shareholders retain
the majority interest in a combined business be treated as the acquirer for
accounting purpose, resulting in a reverse acquisition. Accordingly, the share
exchange transaction has been accounted for as a recapitalization of
CIIC.




CMH was
formed on April 11, 2005 as a British Virgin Islands company with authorized
capital of US$50,000 divided into 50,000 shares, each having a par value of
US$1.00.  Wise On China Limited (“WOCL”) was established and
incorporated on November 2, 2005 with authorized share capital of HK$10,000
(approximately US$1,279.44) divided into 10,000 shares, each having a par value
of HK$1.00 (approximately US$0.13).  CMH’s sole business is to act as
a holding company for WOCL, and WOCL’s sole business is to act as a holding
company for the Company.  CMH owns one share of WOCL approximately
equal to US$0.13 in registered capital.




Pingdingshan
Pinglin Expressway Co., Ltd (“Ping”) was incorporated under the laws of the
People’s Republic of China (“PRC”) on May 12, 2003 by four investors, namely,
Henan Shengrun Venture Investment Management Co., Ltd. (“SVIC”), Henan
Pingdingshan Zhongya Road and Bridge Construction Co., Ltd. (“PZRB”),
Pingdingshan Expressway Construction Co., Ltd. (“PECC”), and Zhongyuan Trust
& Investment Co., Ltd. (“ZTIC”). At establishment, the




F-7





CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)




1.           ORGANIZATION
AND PRINCIPAL ACTIVITIES (CONTINUED)




percentage
of each party’s equity interests was 46%, 18%, 18% and 18% respectively. On May
21, 2007, PZRB, PECC, and ZTIC transferred their equity interests in Ping to
SVIC and LI, Xi Peng. As a result, Ping is held by SVIC and Li, Xi Peng with
equity interests of 95% and 5%, respectively. Ping’s approved operation tenure
is 30 years from May 21, 2007. On July 30, 2007, Ping’s shareholders completed
an acquisition and exchange transaction with WOCL. After the transfer, WOCL
owned 100% interest of Ping.




With the
approval from Henan Transportation Bureau and the State Development and
Revolution Committee of China [NO. 2003-1784], the Company is permitted to
construct and operate the toll road from Pingdingshan to Linru, Henan, China,
for 30 years from 2003. Pursuant to the permission from Henan Transportation
Bureau and Henan Development and Revolution Committee [NO. 2005-1885], the
Company is entitled to operate 6 toll gates. All the rates applicable to the
automobiles are defined by the Henan Transportation Bureau and Henan Development
and Revolution Committee.




The
principal activities of the Company are investment, construction, operation, and
management of the Pingdingshan – Linru section (“Pinglin Expressway”), and the
rent of petrol stations and service districts along the toll
roads.  Currently, all the operations of the Company are in the
People’s Republic of China (“PRC”).




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES




(a)          
Basis of Presentation




The
unaudited condensed consolidated financial statements of China Infrastructure
Investment Corporation and subsidiaries have been prepared in accordance with
U.S. generally accepted accounting principles for interim financial information
and pursuant to the requirements for reporting on Form 10-Q. Accordingly, they
do not include all the information and footnotes required by accounting
principles generally accepted in the United States of America for annual
financial statements. However, the information included in these interim
financial statements reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management, necessary for
the fair presentation of the consolidated financial position and the
consolidated results of operations. Results shown for interim periods are not
necessarily indicative of the results to be obtained for a full year. The
condensed consolidated balance sheet information as of June 30, 2008 was derived
from the audited consolidated financial statements included in the Company’s
Annual Report on Form 10-K.  These interim financial statements should be
read in conjunction with that report.




F-8




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




(b)          Principles
of Consolidation




The
consolidated financial statements include the accounts of China Infrastructure
Investment Corporation and the following subsidiaries:




(i)
            Color
      Man Holdings Limited (“CMH”) (An inactive holding company, 100% subsidiary
      of CIIC).




(ii)
            Wise
      On China Limited (“WOCL”) ( An inactive holding company,100% subsidiary of
      CMH)




(iii)
            Pingdingshan
      Pinglin Expressway Co., Ltd. (“Ping”) ( 100% subsidiary of
      WOCL)




Inter-company
accounts and transactions have been eliminated in consolidation.





(c)          Concentrations




The
location of the toll road and the operations of the Company are solely in the
Henan Province, PRC for the nine months ended March 31, 2009 and
2008.




(d)          Economic
and Political Risks




The
Company’s operations are conducted in the PRC. Accordingly, the Company’s
business, financial condition and results of operations may be influenced by the
political, economic and legal environment in the PRC, and by the general state
of the PRC economy.




(e)          Use
of Estimates




The
preparation of the financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods.




Management
makes these estimates using the best information available at the time the
estimates are made.  Actual results could differ materially from those
estimates.




(f)          Fair
Value of Financial Instruments




Statement of Financial Accounting
Standards (“SFAS”)No.157 establishes a three-tier
fair value hierarchy, which prioritizes the inputs used in measuring fair value.
The hierarchy prioritizes the inputs into three levels based on the extent to
which inputs used in measuring fair value are observable in the
market.




F-9




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




(f)       
   Fair Value of Financial Instruments (continued)




These
tiers include:




•
Level 1—defined as observable inputs such as quoted prices in active
markets;




•
Level 2—defined as inputs other than quoted prices in active markets that
are either directly or indirectly observable; and




•
Level 3—defined as unobservable inputs in which little or no market data
exists, therefore requiring an entity to develop its own
assumptions.




The
assets measured at fair value on a recurring basis subject to the disclosure
requirements of SFAS No.
157 as of March 31, 2009 are as follows:




Fair
      Value Measurements at Reporting Date UsingCarrying
      value as of
              March 31,
      2009
            
            
            Quoted
      Prices in
              Active
      Markets
              for
      Identical
              Assets
              (Level 1)
            
            
            Significant
      Other
              Observable
              Inputs
              (Level 2)
            
            
            Significant
              Unobservable
      Inputs
              (Level 3)Cash
      and cash equivalents
            
            
            7,815,165
            
            
            
            7,815,165
            
            
            
            -
            
            
            
            -




Cash and
cash equivalents consist primarily of highly rated money market funds at a
variety of well-known institutions with original maturities of three months or
less. The original cost of these assets approximates fair value due to their
short term maturity.





(g)        
 Cash and Cash Equivalents




For
financial reporting purposes, the Company considers all highly liquid
investments purchased with original maturity of three months or less to be cash
equivalents. The Company maintains no bank accounts in the United States of
America.




(h)       
  Construction in Progress




Construction
in progress represents costs incurred in the construction of expressways and
bridges. The costs includes development expenditures and other direct costs,
including interest cost on the related borrowed funds during the construction
period attributable to the development of plant and equipment and toll road
infrastructures. Construction in progress is transferred to the appropriate
category of plant and equipment and toll road infrastructures when completed and
ready for intended use. Depreciation commences when the assets are ready for
their intended use. There was no construction in progress at March 31, 2009 and
June 30, 2008.




(i)     
     Capitalized Interest




The
Company capitalizes interest as a component of communication and monitoring
equipment and toll toad construction costs. No interest expense was capitalized
by the Company for the nine months ended March 31, 2009 and 2008, since
construction was completed.




F-10




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




(j)           Land
Use Rights




According
to the laws of China, land in the PRC is owned by the Government and cannot be
sold to an individual or company.  However, the government grants the user
a “land use right” to use the land.   The land use rights granted
to the Company are being amortized when the toll road is ready to operate, using
the straight-line method over the approved toll road operating period of 27
years.




(k)          Impairment
of Long-Term Assets




Long-term
assets of the Company are reviewed annually as to whether their carrying value
has become impaired, pursuant to the guidelines established inSFAS No. 144. The Company considers
assets to be impaired if the carrying value exceeds the future projected cash
flows from the related operations.  The Company also re-evaluates the
periods of amortization to determine whether subsequent events and circumstances
warrant revised estimates of useful lives. There were no impairments for the
nine months ended March 31, 2009 and 2008.




(l)          Revenue
Recognition




Revenue
represents toll revenue net of business tax, and is recognized when all of the
following criteria are met:




-      The
amount of revenue can be measured reliably,




-      It
is probable that the economic benefits associated with the transaction will flow
to the enterprise,




-     
The costs incurred or to be incurred in respect of the transaction can be
measured reliably, and




-      Collectibility
is reasonably assured.




(m)         Deferred
Revenue




The
Company rents four gas stations to Petro China Company Limited (“PCCL”)
Pingdingshan branch from January 1, 2006 for 30 years. The Company received the
entire 30 year rental fee net of the business tax of $5,372,708 from PCCL in
2006.




The
Company imputed interest on the amount using an 8% discount rate, under the
effective interest rate method. The rental income recognized during the nine
months ended March 31, 2009 and 2008 is $453,556 and $424,291 respectively. The
imputed interest for the nine months ended March 31, 2009 and 2008 is $398,881
and $376,932, respectively.




F-11


CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)




(n)          Earnings
Per Share




Basic
earnings per share is computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding during
the period. Diluted earnings per share is computed similar to basic earnings per
share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
There were no potentially dilutive securities for the nine months ended March
31, 2009 and 2008.





(o)          Foreign
Currency Translation




The
accompanying financial statements are presented in United States
dollars.  The functional currency of the Company is the Renminbi
(RMB).  The financial statements are translated into United States
dollars from RMB at year-end exchange rates as to assets and liabilities and
average exchange rates as to revenues and expenses. Capital accounts are
translated at their historical exchange rates when the capital transactions
occurred.




March
      31,
                              2009
                            
                            
                            March
      31,
                              2008Periods
      ended RMB: US$ exchange rate
                            
                            
                            6.8456
                            
                            
                            
                            7.0222Average
      RMB:  US$ exchange rate for the three months
    ended
                            
                            
                            6.8466
                            
                            
                            
                            7.1682Average
      RMB:  US$ exchange rate for the nine months
ended
                            
                            
                            6.8509
                            
                            
                            
                            7.3235





(p)          Recent
Accounting Pronouncements




In
December 2007, the FASB issued SFAS No. 141 (R), Business Combinations.
SFAS No. 141 (R) requires an acquirer to measure the identifiable
assets acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at their fair values on the acquisition date, with goodwill being the
excess value over the net identifiable assets acquired. SFAS No. 141
(R)  is effective for financial statements issued for fiscal years
beginning after December 15, 2008. Early adoption is prohibited. The
Company has not yet determined the effect on our consolidated financial
statements, if any, upon adoption of SFAS No. 141 (R) . SFAS 141
(R) will significantly affect the accounting for future business
combinations and we will determine the accounting as new combinations
occur.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements. SFAS No. 160 establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently; requires that when a
subsidiary is deconsolidated, any retained noncontrolling equity investment in
the former subsidiary be initially measured at fair value and the gain or loss
on the deconsolidation
of the subsidiary be measured using the fair value of any noncontrolling equity;
requires that entities provide disclosures that clearly identify the interests
of the parent and the interests of the noncontrolling owners. SFAS No. 160 is
effective as of the beginning of an entity’s first fiscal year that begins after
December 15, 2008. The Company has not determined the impact, if any, SFAS
No. 160 will have on its financial statements.





F-12




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION
 (FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)




2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)





(p)          Recent
Accounting Pronouncements (continued)





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (“SFAS No. 161”), which amends SFAS No.133 and expands
disclosures to include information about the fair value of derivatives, related
credit risks and a company’s strategies and objectives for using derivatives.
SFAS No. 161 is effective for fiscal periods beginning on or after November 15,
2008. The Company is currently in the process of assessing the impact that SFAS
No. 161 may have on the disclosures in its financial statements.




During
June 2008, the FASB issued Emerging Issues Task Force (“EITF”) Issue No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock (“EITF 07-05”), which is effective for fiscal years beginning
after December 15, 2008. EITF 07-05 addresses the determination of whether an
instrument (or an embedded feature) is indexed to an entity’s own stock, which
is the first part of the scope exception in paragraph 11(a) of FASB SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).
If an instrument (or an embedded feature) that has the characteristics of a
derivative instrument under paragraphs 6–9 of SFAS 133 is indexed to an entity’s
own stock, it is still necessary to evaluate whether it is classified in
stockholders’ equity (or would be classified in stockholders’ equity if it were
a freestanding instrument). Other applicable authoritative accounting
literature, including Issues EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company Own Stock, and
EITF 05-2, The Meaning of “Conventional Debt Instrument” in Issue No. 00-19,
provides guidance for determining whether an instrument (or an embedded feature)
is classified in stockholders’ equity (or would be classified in stockholders’
equity if it were a freestanding instrument).  EITF
07-05 does not address that second part of
the scope exception in paragraph 11(a) of SFAS 133.The
Companydoes
not have any instruments that fall into this consideration.
Thereforethe
Company does not anticipatetheadoption
of EITF 07-05willhave a
material effect on the Company’s
condensed consolidated financial
statements. This pronouncement is not effective for the Company
yet.




F-13





CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)







3.           NOTES
RECEIVABLE FROM RELATED PARTIES




March
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)Tai Ao Expressway Co.,
      LtdPrincipal
            
            $
            70,121,855
            
            
            $
            69,854,502Interest
      receivable
            
            
            4,117,906
            
            
            
            4,935,18974,239,761
            
            
            
            74,789,691Xinyang Expressway
      Co., LtdPrincipal
            
            
            69,662,191
            
            
            
            70,017,656Interest
      receivable
            
            
            4,107,184
            
            
            
            5,261,82773,769,375
            
            
            
            75,279,483Total
      notes receivable from related parties
            
            
            148,009,136
            
            
            
            150,069,174Less:
      current portion
            
            
            8,225,090
            
            
            
            10,197,016Long-term
      portion
            
            $
            139,784,046
            
            
            $
            139,872,158





The notes
receivable were provided to these companies for their construction working
capital. The above two companies are related to the Company through a common
shareholder of the Company. The notes receivable are interest bearing and
unsecured. The interest rate is 7.83% per annum for both the nine months ended
March 31, 2009 and 2008. Interest income was $8,218,679 and $7,293,966 for the
nine months ended March 31, 2009 and 2008, respectively.




F-14




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS
OF MARCH 31, 2009 (UNAUDITED)







3.            NOTES
RECEIVABLE FROM RELATED PARTIES (CONTINUED)




On June 26, 2008, Tai Ao
Expressway Co., Ltd (“Tai Ao”) entered into a renewal agreement with the
Company. Pursuant to the agreement, the note receivable to Tai Ao was extended
to June 29, 2010 with a 7.83% interest rate per annum. Interest is paid annually
and
the principal is repaid at maturity.




On June 26, 2008, Xinyang
Expressway Co., Ltd (“Xinyang”) entered into a renewal agreement with the
Company. Pursuant to the agreement, the note receivable to Xinyang was extended
to June 29, 2010 with a 7.83% interest rate per annum. Interest is paid annually
and theprincipal
is repaid at maturity.




The
repayment schedule for principal
of the notes receivable from related parties is as follows:




Within
      one year, March 31, 2010
            
            $
            -Up
      to maturity, June 29, 2010
            
            
            139,784,046Total
            
            $
            139,784,046




4.           
ADVANCE TO A RELATED PARTY




March
      31,2009
            
            
            June
      30,2008(Unaudited)Tai
      Ao Expressway Co., Ltd
            
            $
            32,092,019
            
            
            $
            21,733,471




The
Company made advances to suppliers on behalf of Tai Ao Expressway Co., Ltd. for
the purchase of construction materials, amounting to approximately $32 million,
in order to develop a strategic relationship with such expressway company for
the purpose of advancing the future business development of the Company. Tai Ao
commenced its toll operation in December 2008. At the beginning, Tai Ao lacked
working capital to fulfill its daily operations. As a result, the Company
provided an additional payment on behalf of Tai Ao for approximately $11.0
million for the nine months ended March 31, 2009.




The
balances of $32,092,019 and $21,733,471 at March 31, 2009 and June 30, 2008,
respectively, are unsecured, interest free and due on demand.




F-15




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS
OF MARCH 31, 2009 (UNAUDITED)




5.           TOLL
ROAD INFRASTRUCTURES, NET




Toll road
infrastructures consist of the following:




March
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)At
      cost:
            
            $
            456,458,541
            
            
            $
            453,825,417Less:  Accumulated
      depreciation
            
            
            13,238,612
            
            
            
            10,153,410Toll
      road infrastructures, net
            
            $
            443,219,929
            
            
            $
            443,672,007





Depreciation
expense for the nine months ended March 31, 2009 and 2008 was $3,841,639 and
$3,581,694, respectively.




The
Company financed its construction of the toll road infrastructures substantially
through long-term loans from banks. These bank loans were secured by the toll
road operating right owned by the Company. Also see Note 10.






6.            PLANT
AND EQUIPMENT, NET




Plant and
equipment consist of the following:




March
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)At
      cost:Toll
      station and ancillary facilities
            
            $
            10,270,577
            
            
            $
            10,114,007Communication
      and monitoring equipment
            
            
            5,756,668
            
            
            
            5,675,065Motor
      vehicles
            
            
            1,466,313
            
            
            
            1,460,723Machinery
            
            
            297,651
            
            
            
            296,516Office
      equipment
            
            
            565,584
            
            
            
            429,82418,356,793
            
            
            
            17,976,135Less:  Accumulated
      depreciationToll
      station and ancillary facilities
            
            
            1,052,483
            
            
            
            801,811Communication
      and monitoring equipment
            
            
            528,971
            
            
            
            388,473Motor
      vehicles
            
            
            759,463
            
            
            
            623,733Machinery
            
            
            101,340
            
            
            
            73,989Office
      equipment
            
            
            203,960
            
            
            
            144,6782,646,217
            
            
            
            2,032,684Plant
      and equipment, net
            
            $
            15,710,576
            
            
            $
            15,943,451





Depreciation
expense for the nine months ended March 31, 2009 and 2008 was $605,281 and
$552,433, respectively.




F-16





CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)







7.           LAND
USE RIGHTS




Land use
rights consist of the following:




March
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)Cost
            
            $
            53,711,732
            
            
            $
            53,506,947Less:
      Accumulated amortization
            
            
            5,953,990
            
            
            
            4,440,555Land
      use rights, net
            
            $
            47,757,742
            
            
            $
            49,066,392





Amortization
expense for the nine months ended March 31, 2009 and 2008 was $1,495,274 and
$1,398,793, respectively.




Amortization
expense for the next five years and thereafter is as follows:




March
      31, 2010
            
            $
            1,995,254March
      31, 2011
            
            
            1,995,254March
      31, 2012
            
            
            1,995,254March
      31, 2013
            
            
            1,995,254March
      31, 2014
            
            
            1,995,254Thereafter
            
            
            37,781,472Total
            
            $
            47,757,742




8.           LONG-TERM
INVESTMENT




March
      31, 2009
              (Unaudited)
            
            
            June
      30, 2008Ownership
      Interest
            
            
            Net
      Book Value
            
            
            Ownership
      Interest
            
            
            Net
      Book ValueAt
      cost:Pingdingshan
      City Credit Co., Ltd.
            
            
            3
            %
            
            $
            1,460,792
            
            
            
            3
            %
            
            $
            1,455,223





On March
29, 2006, Ping entered into a share purchase agreement with Pingdingshan City
Credit Co., Ltd., a local financial institution.  Pursuant to the
agreement, the Company obtained 3% of the total equity interest of Pingdingshan
City Credit Co., Ltd. with the consideration amounting to Rmb10 million
(approximately US$1.3 million).  Management of the Company adopted the
cost method for the accounting of such investment.




F-17





CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS
OF MARCH 31, 2009 (UNAUDITED)




9.          
SHORT-TERM BANK LOAN




Short-term
bank loan as of March 31, 2009 and June 30, 2008 consist of the
following:





March
      31,
              2009
            
            
            June
      30, 2008Loan
      from China Minsheng Banking Corp., Ltd., due March 23, 2010, monthly
      interest only payments at 5.31% per annum, co-secured by Tai Ao Expressway
      Co., Ltd., the chief executive officer Mr. Li Xipeng and the expressway
      toll right owned by the Company.
            
            $
            7,303,962
            
            
            $
            -





Interest
expense for this loan for the nine months ended March 31, 2009 and 2008 was
$9,305 and $0, respectively.




F-18




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS
OF MARCH 31, 2009 (UNAUDITED)




10.         LONG-TERM
BANK LOANS




Long-term
bank loans consist of the following:





March
      31,
              2009
            
            
            June
      30,
              2008(Unaudited)Loan
      from National Development Bank of China Henan Branch, due May 20, 2017,
      bearing a 7.83% interest rate per annum, secured by the toll road
      operating right owned by the Company.  Principal is repaid every
      6 months in 20 unequal installments from November 2007, and interest is
      paid quarterly.
            
            $
            96,412,294
            
            
            $
            98,955,150Loan
      from Agricultural Bank of China, due November 20, 2011, bearing a 7.83%
      interest rate per annum, secured by the toll road operating right owned by
      the Company.  Principal is to be repaid every year in 2 equal
      installments from February 2010, and interest is paid
    monthly.
            
            
            29,215,847
            
            
            
            29,104,456Loan
      from Agricultural Bank of China, due March 20, 2012, bearing a 7.83%
      interest rate per annum, secured by the toll road operating right owned by
      the Company.  Principal is to be repaid on maturity, and
      interest is paid monthly.
            
            
            29,215,847
            
            
            
            29,104,456Loan
      from Industrial and Commercial Bank of China Pingdingshan Branch, due
      November 19, 2019, bearing a 7.05% interest rate per annum, secured by the
      toll road operating right owned by the Company.  Principal is
      repaid every year in 13 unequal installments from November 2007, and
      interest is paid monthly.
            
            
            170,296,249
            
            
            
            174,504,497Loan
      from National Development Bank of China Henan Branch, due November 22,
      2022, bearing a 7.83% interest rate per annum, secured by the toll road
      operating right owned by the Company.  Principal is to be repaid
      every 6 months in 12 unequal installments from May 2017, and interest is
      paid quarterly.
            
            
            146,079,232
            
            
            
            145,522,279Total
      long-term bank loans
            
            
            471,219,469
            
            
            
            477,190,838Less:
      current portion
            
            
            27,763,819
            
            
            
            10,678,425Long-term
      portion
            
            $
            443,455,650
            
            
            $
            466,512,413





F-19




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008
(UNAUDITED)




10.         LONG-TERM
BANK LOANS (CONTINUED)




For the
nine months ended March 31, 2009 and 2008, interest expense was $25,730,560 and
$24,275,663, respectively.  No interest was capitalized as a component
of construction costs during the reporting periods.




According
to the loan agreements with National Development Bank of China Henan Branch, the
bank has the right to demand repayment of the loans in full if the Company
provides any guarantee to other third party debt that exceeds 70% of the
Company’s total assets. The Company did not provide any guarantees to the third
parties as of March 31, 2009 and June 30, 2008.  The repayment
schedule for the long-term bank loans is as follows:




March
      31, 2010
            
            $
            27,763,819March
      31, 2011
            
            
            30,203,342March
      31, 2012
            
            
            39,955,592March
      31, 2013
            
            
            54,563,515March
      31, 2014
            
            
            27,281,758Thereafter
            
            
            291,501,443Total
            
            $
            471,269,469




11.         INCOME
TAX




On March
16, 2007, the National People’s Congress of China approved the Corporate Income
Tax Law of the People’s Republic of China (the “new CIT Law”), which was
effective on January 1, 2008.Under the new CIT Law, the corporate income tax
rate applicable to the Company starting from January 1, 2008 will be 25%. The
new CIT Law has an impact on the deferred tax assets and liabilities of the
Company. The Company adjusted deferred tax balances as of March 31, 2009 based
on their best estimates and will continue to assess the impact of such new law
in the future. The effects arising from the enforcement of the new CIT law have
been reflected in the accounts.




The
Company uses Financial Accounting Standards Board (“FASB”) Interpretation No.
48, Accounting for Uncertainty in Income Taxes (“FIN 48”). -- AN INTERPRETATION
OF FASB STATEMENT NO. 109, ACCOUNTING FOR INCOME TAXES. The Interpretation
addresses the determination of whether tax benefits claimed or expected to be
claimed on a tax return should be recorded in the financial statements. Under
FIN 48, we may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also
provides guidance on recognition, classification, interest and penalties on
income taxes, accounting in interim periods and requires increased disclosures.
As of March 31, 2009, the Company did not have a liability for unrecognized tax
benefits.




F-20


CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)




11.         INCOME
TAX (CONTINUED)




Income
tax expense is summarized as follows:




Nine
      months ended
              March
      31,2009
            
            
            2008(Unaudited)
            
            
            (Unaudited)Current
            
            $
            -
            
            
            $
            272,625Deferred
            
            
            1,732,497
            
            
            
            2,522,841Income
      tax expense
            
            $
            1,732,497
            
            
            $
            2,795,466




The
Company’s income tax expense differs from the “expected” tax expense (computed
by applying the CIT rate of 25% percent to income before income taxes) as
follows:




Nine
      months ended
              March
      31,2009
            
            
            2008(Unaudited)
            
            
            (Unaudited)Computed
      “expected” expense
            
            $
            1,644,971
            
            
            $
            2,795,466Permanent
      differences
            
            
            87,526
            
            
            
            -Income
      tax expense
            
            $
            1,732,497
            
            
            $
            2,795,466





The tax
effects of temporary differences that give rise to the Company’s net deferred
tax assets and liabilities are as follows:




Current
      portion:
            
            March
      31, 2009
            
            
            June
      30,
              2008(Unaudited)G&A
      expenses
            
            $
            512,961
            
            
            $
            286,664Amortization
            
            
            60,452
            
            
            
            30,226Depreciation
            
            
            -
            
            
            
            304,361Road
      maintenance costs
            
            
            354,085
            
            
            
            -Other
      expenses
            
            
            27,783
            
            
            
            38,710Net
      operating loss
            
            
            234,587
            
            
            
            -Total
      deferred tax assets
            
            
            1,189,868
            
            
            
            659,961Sales
      cut-off
            
            
            (1,016,815
            )
            
            
            (1,319,370
            )Depreciation
            
            
            (2,507,074
            )
            
            
            -Interest
      income
            
            
            (8,003,176
            )
            
            
            (7,694,689
            )Interest
      expense
            
            
            (263,475
            )
            
            
            -Accrued
      expenses
            
            
            -
            
            
            
            (112,208
            )Consulting
      fees
            
            
            (109,559
            )
            
            
            (72,761
            )Other
      expenses
            
            
            -
            
            
            
            (17,467
            )Total
      deferred tax liabilities
            
            
            (11,900,099
            )
            
            
            (9,216,495
            )Net
      deferred tax liabilities
            
            $
            (10,710,231
            )
            
            $
            (8,556,534
            )





F-21




CHINA
INFRASTRUCTURE INVESTMENT CORPORATION


(FORMERLY
LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR
THE THREE AND NINE MONTHS ENDED MARCH 31, 2009 AND 2008 (UNAUDITED)




11.         INCOME
TAX (CONTINUED)




March
      31, 2009
            
            
            June
      30,
              2008(Unaudited)Non-current
      portion:Rental
      income
            
            $
            116,611
            
            
            $
            73,232Capitalized
      interest
            
            
            2,233,845
            
            
            
            2,225,328Amortization
            
            
            1,428,046
            
            
            
            1,079,913Bad
      debts
            
            
            2,691,510
            
            
            
            2,681,248Total
      deferred tax assets
            
            $
            6,470,012
            
            
            $
            6,059,721




12.         CONTINGENCIES




Litigation:




(a)    On
June 27, 2007, China railway No. 5 bureau, the contractor who won the bid in the
Pinglin Expressway No. 2 road connection project, was sued by the subcontractors
Hujianting and Hefeiyue for postponing the commencement date of construction for
more than 10 months. The total damage claimed in this case was $647,364, and the
Company, as the 5th defendant, was brought into this case by the plaintiff. The
case is currently ongoing and the Company believes the claims against them are
without substance and they plan to vigorously defend themselves. As such, there
was no contingency accrual for this case at March 31, 2009.




(b)   The
Company entered into an agreement to purchase a land use right from Pingdingshan
No. 3 Cement Factory for $1,843,646. However, the Company was not informed that
such land use right was pledged as collateral for loans to the cement
factory.  Pingdingshan No. 3 Cement Factory went bankrupt and the
company that loaned them money then sued the Company for the loss of the
collateral. On July 13, 2006, judgment was made by the Henan Pingdingshan
Intermediary Court in which the Company was required to pay the lending company
$485,851. The amount was paid in August 2006 and was netted against Other
Income, Net in the statement of income for the year ended June 30, 2007. The
Company appealed the ruling to Henan Pingdingshan Intermediary Court again.
Pursuant to the final judgment made on April 25, 2008, the compensating claim
from the lending company was rejected. Currently, the Company is in the progress
of pursuing the amount paid. No receivable for the contingency was recorded as
of March 31, 2009.




F-22


ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION




Forward Looking
Statements





The following discussion of our
financial condition and results of operations of China Infrastructure Investment
Corporation (the “Company”) is based upon and should be read in conjunction with
our consolidated financial statements and the related notes included in this
report.  This report contains forward-looking
statements.  Generally, the words “believes”, “anticipates”, “may”,
“will”, “should”, “expect”, “intend”, “estimate”, “continue” and similar
expressions or the negative thereof or comparable terminology are intended to
identify forward-looking statements.  Such statements are subject to
certain risks and uncertainties, including the matters set forth in this report
or other reports or documents we file with the SEC from time to time, which
could cause actual results or outcomes to differ materially from those
projected. Undue reliance should not be placed on these forward-looking
statements which speak only as of the date hereof.  We undertake no
obligation to update these forward-looking statements.




Business
Overview




The Company is engaged in the
investment, construction, operation and management of the Pinglin Expressway
(also referred to herein as the “Expressway”) toll road and the rental of petrol
stations and service districts along the toll roads.




With the approval from Henan
Communications Bureau and the State Development and Reform Committee of China
[NO. 2003-1784], the Company is permitted to construct and operate the
Pinglin Expressway in Henan, China for thirty (30) years from 2003. Pursuant to
the permission from Henan Communications Bureau and Henan Development and Reform
Committee [NO. 2005-1885], the Company is entitled to operate six (6) toll
gates. All the rates applicable to the automobiles are defined by the Henan
Communications Bureau and Henan Development and Reform Committee.




The Pinglin Expressway is a significant
part of the Nanluo Expressway, a key national trunk highway in China which
connects Nanjing to Luoyang (also referred to herein as the “Nanluo
Expressway”).   The Nanluo Expressway links the northwestern
regions to the southeastern coastal regions of China. The construction of the
Pinglin Expressway started on October 23, 2003 and was completed in two (2)
phases. The first phase of the construction (covering a section of approximately
86 kilometers in length) linking Ruzhou and Pingdingshan in Henan Province,
began commercial operations on December 31, 2005.  On May 31, 2006,
the second phase of the construction (covering a section of approximately 21
kilometers in length) linking Pingdingshan to Yexian in Henan Province was
completed. With the operation of Pinglin Expressway the Nanluo Expressway became
completely operational.




The Pinglin Expressway is a dual
carriageway four (4) lane expressway, the toll section of which is 106 km in
length. Toll revenue from vehicles passing through the Expressway’s six (6) toll
gates (South Pingdingshan, Pingdingshan New Town, Baofeng, Xiaotun, Ruzhou and
Wenquan) is the primary source of the Company’s revenue.  The
Expressway is also located between two (2) key cities, Luoyang and Luohe. The
Expressway extends from east to west, from Shilipu (the end of the
Luohe-Pingdingshan expressway), through Yexian and Pingdingshan and then to New
Xiying village at the joint of Pingdingshan and Luoyang.  The road is
linked with the Lianhuo (Lianyungang-Huoerguosi) national highway in Luoyang,
and then extends to the southeast of Luohe City and connects with the
Beijing-Zhuhai national highway to form a convenient channel between Luoyang and
Luohe. In addition to the traffic flow of the line itself, we believe it also
attracts the traffic flow from the Lianhuo highway to Zhengzhou and then to the
Beijing-Zhuhai national highway to alter the route of the Pinglin
Expressway.  Furthermore, the Expressway extends east to link the
highway network of the Jiangsu and Anhui provinces and also links seaports,
including Shanghai.




The Company’s operating revenue is
generated through toll charges on vehicles that pass through the toll gate. The
standard of toll charges is approved and set by the provincial price
administrative bureau. The Company’s revenue is equal to the relevant standard
toll rate for the types of vehicles, multiplied by the relative miles of travel
through the Expressway which the Company is operating, and is cleared by the
Henan Expressway System Toll Collection Center each month (Henan Expressway has
a system of charges and a clearing center which calculates and allocates toll
charge income according to the charge standards and the miles of vehicle travel
in the Expressway). The Company specializes in the operation and management of
expressways, and maintenance projects are outsourced to professional road
construction enterprises.




-2-


The Company began generating operating
revenue in January 2006.  The Expressway was not fully operational
until June 2006, therefore our operating income was low and growth was moderate.
Since June 2006, the Company’s operating revenue has seen sustained rapid
growth.




After several years of operations,
awareness of the Expressway gradually increased, and passenger and commercial
vehicle traffic continues to increase. We believe that along with income growth
in the future, the profit earning capacity of the Company will improve
steadily.




Enterprise
Strategy




Henan is a province with the largest
population in China.  However, its urbanization rate is far below the
national average level. With rapid economic and social development and the
accelerated process of urbanization in Henan, demand is growing rapidly for
infrastructure, such as the Expressway and other transportation infrastructure,
urban facilities such as heating, water supply, and sewerage treatment. The
existing infrastructure can no longer meet the needs of the region’s social
development.




Because the Chinese government’s
financial revenue growth is limited, its investment alone is unable to build
huge infrastructure projects in a relatively short period of time. In order to
attract other funding, local governments are willing to grant to commercial
companies the right to invest in the construction and operation of projects, or
directly sell the equity of the established enterprises to recover their early
input.




The Company plans to invest in the
construction and purchase of additional expressways, thermoelectricity, water
supply, sewage treatment facilities and other infrastructure assets with good
profit prospects in the next few years. In doing so, it will seize the current
historic opportunity of rapid development of infrastructure in China and
Henan.  This will rapidly strengthen and expand the Company’s place in
infrastructure industries.  This will also create advantages of scale
thereby further reducing costs of operation.  The amount of investment
in infrastructure is often relatively large, and investment funds need to be in
position within two (2) or three (3) years in advance, therefore the amount of
capital from the Company’s operations alone cannot meet the demand for
investment in the future. The Company desires to actively participate in the
capital markets and to use various channels of financing to enhance its ability
to raise funds, thereby promoting and achieving its long-term development
strategies.




Based on the operation and management
of the Expressway, the Company desires to take full advantage of free cash flow
and capital market instruments to invest in the construction or purchase of
infrastructure assets and to exploit all the advantages in management,
government relationships and stockholder support to make the Company a
professional, continuously-growing infrastructure investment
operator.




In addition, the Company intends to
energetically push forward its standard management, human-based services,
establish an information management platform and continue to improve the road
conditions and traffic capacity so as to provide travelers with a smooth, safe
and comfortable traveling environment. With the increasing influence of the
Expressway on the substitution and division of other transportation lines in the
context of the great macroeconomic environment which is resulting in continuous
and rapid growth in China and given the specific area where the roads are
located, we believe that the Company’s income from toll and profits will
continue to increase.




Significant
Accounting Policies




We prepare our financial statements in
accordance with generally accepted accounting principles in the United States,
which require us to make estimates and assumptions that affect the reported
amounts of our assets and liabilities, to disclose contingent assets and
liabilities on the date of the financial statements, and to disclose the
reported amounts of revenues and expenses incurred during the financial
reporting period. We continue to evaluate these estimates and assumptions that
we believe to be reasonable under the circumstances. We rely on these
evaluations as the basis for making judgments about the carrying values of
assets and liabilities that are not readily apparent from other sources. Since
the use of estimates is an integral component of the financial reporting
process, actual results could differ from those estimates. Some of our
accounting policies require higher degrees of judgment than other in their
application.




-3-


This section should be read together
with the Summary of Significant Accounting Policies included as Note 2 to the
condensed consolidated financial statements included herein.




We determine the estimated useful lives
and related depreciation charges for our toll road infrastructures, property,
plant and equipment. This estimate is based on the historical experience of the
actual useful lives of toll road infrastructures, property, plant and equipment
of a similar nature and functions and the practice in similar industries. Toll
road infrastructures, property, plant and equipment are carried at cost less
accumulated depreciation and amortization. Depreciation and amortization of the
toll road infrastructures are calculated to write off their cost, commencing
from the date of commencement of commercial operations of the toll roads, based
on the ratio of actual traffic volume compared to the total expected traffic
volume of the toll roads as estimated by reference to traffic projection reports
prepared by an independent PRC organization each year. It could change
significantly as a result of technical innovations and competitor actions in
response to severe industry cycles. Other properties, plant and equipment are
depreciated or amortized over their estimated useful lives, using the
straight-line method. We will increase the depreciation charge where useful
lives are less than previously estimated lives, or we will write-off or
write-down technically obsolete or non-strategic assets that have been abandoned
or sold.






Revenue
      Recognition




The Company’s revenue represents toll
revenue net of business tax, and is recognized when all of the following
criteria are met:




·
              The
      amount of revenue can be measured
reliably;




·
              It
      is probable that the economic benefits associated with the transaction
      will flow to the enterprise;




·
              The
      costs incurred or to be incurred in respect of the transaction can be
      measured reliably; and




·
              Collectibility
      is reasonably assured.




The rental income is measured at the
fair value of the consideration receivable and represents amounts receivable for
services provided in the normal course of business, net of discounts and sales
tax.




Fair
Value of Financial Instruments




The Company’s financial instruments
include restricted cash, accounts receivable, notes receivable, due from related
parties, other receivables, other payables and accrued liabilities, short-term
bank loans, payable to contractors, other current liabilities and deferred
taxes. We estimated that the carrying amount approximates fair value due to
their short-term nature. The fair value of the Company’s long-term bank loans
and deferred revenue are estimated based on the current rates offered to the
Company for debt of similar terms and maturities.  The Company’s fair
value of long-term bank loans and deferred revenue was not significantly
different from the carrying value at March 31, 2009 and 2008.




Impairment
of Long-Lived Assets




We review periodically the carrying
amounts of long-lived assets including toll road infrastructures, property,
plant and equipment, land use rights, construction in progress, long-term
investment and long-term deferred assets with finite useful lives or beneficial
periods, to assess whether they are impaired. We evaluate these assets for
impairment whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable such as a change of business plan or a
period of continuous losses. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its projected future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the assets. In determining estimates of
future cash flows, significant judgment in terms of projection of future cash
flows and assumptions is required. There were no impairments for the three
months ended March 31, 2009 and 2008 or for the nine months ended March 31,
2009 and 2008.




-4-




Contingencies




In the normal course of business, we
are subject to contingencies, including legal proceedings and claims arising out
of the business that relate to a wide range of matters. We recognize a liability
for such contingency if we determine that it is probable that a loss has
incurred and a reasonable estimate of the loss can be made. We may consider many
factors in making these assessments, including past history and the specifics of
each matter. As we have not become aware of any toll related claim since
operations commenced, we have not recognized such a liability for the three
months ended March 31, 2009 and 2008 or for the nine months ended March 31,
2009 and 2008.




Recent
Accounting Pronouncements




In December 2007, the FASB issued
SFAS No. 141 (R), Business Combinations. SFAS No. 141
(R) requires an acquirer to measure the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree at their
fair values on the acquisition date, with goodwill being the excess value over
the net identifiable assets acquired. SFAS No. 141 (R)  is effective
for financial statements issued for fiscal years beginning after
December 15, 2008. Early adoption is prohibited. The Company has not yet
determined the effect on our consolidated financial statements, if any, upon
adoption of SFAS No. 141 (R) . SFAS 141 (R) will significantly
affect the accounting for future business combinations and we will determine the
accounting as new combinations occur.





In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests
in Consolidated Financial Statements. SFAS No. 160 establishes accounting and
reporting standards that require the ownership interests in subsidiaries’
non-parent owners be clearly presented in the equity section of the balance
sheet; requires the amount of consolidated net income attributable to the parent
and to the noncontrolling interest be clearly identified and presented on the
face of the consolidated statement of income; requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently; requires that when a
subsidiary is deconsolidated, any retained noncontrolling equity investment in
the former subsidiary be initially measured at fair value and the gain or loss
on the deconsolidation of the subsidiary be measured using the fair value of any
noncontrolling equity; requires that entities provide disclosures that clearly
identify the interests of the parent and the interests of the noncontrolling
owners. SFAS No. 160 is effective as of the beginning of an entity’s first
fiscal year that begins after December 15, 2008. The Company has not
determined the impact, if any, SFAS No. 160 will have on its financial
statements.





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities” (“SFAS No. 161”), which amends SFAS No.133 and expands
disclosures to include information about the fair value of derivatives, related
credit risks and a company’s strategies and objectives for using derivatives.
SFAS No. 161 is effective for fiscal periods beginning on or after November 15,
2008. The Company is currently in the process of assessing the impact that SFAS
No. 161 may have on the disclosures in its financial statements.




During
June 2008, the FASB issued Emerging Issues Task Force (“EITF”) Issue No. 07-05,
Determining Whether an Instrument (or Embedded Feature) Is Indexed to an
Entity’s Own Stock (“EITF 07-05”), which is effective for fiscal years beginning
after December 15, 2008. EITF 07-05 addresses the determination of whether an
instrument (or an embedded feature) is indexed to an entity’s own stock, which
is the first part of the scope exception in paragraph 11(a) of FASB SFAS No.
133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”).
If an instrument (or an embedded feature) that has the characteristics of a
derivative instrument under paragraphs 6–9 of SFAS 133 is indexed to an entity’s
own stock, it is still necessary to evaluate whether it is classified in
stockholders’ equity (or would be classified in stockholders’ equity if it were
a freestanding instrument). Other applicable authoritative accounting
literature, including Issues EITF 00-19, Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company Own Stock, and
EITF 05-2, The Meaning of “Conventional Debt Instrument” in Issue No. 00-19,
provides guidance for determining whether an instrument (or an embedded feature)
is classified in stockholders’ equity (or would be classified in stockholders’
equity if it were a freestanding instrument).  EITF
07-05 does not address that second part of the scope exception in paragraph11(a) of
SFAS 133.The
Company doesnot
have any instruments that fall into this consideration. Thereforethe
Company does not anticipatetheadoption
of EITF 07-05willhave a
material effect on the Company’s
condensed consolidated financial statements. This pronouncement is
not effective for the Company yet.




-5-




Results
of Operations




Results
of Operations for the Three (3) Months Ended March 31, 2009 Compared to the
Three (3) Months Ended March 31, 2008




The following table sets forth a
summary of certain key components of our results of operations for the periods
indicated, in dollars and as a percentage of revenues.




Three
      (3) Months Ended
                March 31
                (Unaudited)
            
            
            Three
      (3) Months Ended
                March 31
                (Unaudited)2009
            
            
            2008
            
            
            2009
            
            
            2008Revenues
            
            $
            10,234,820
            
            
            $
            11,630,749
            
            
            
            100.0
            %
            
            
            100.0
            %Operating
      costs
            
            
            584,314
            
            
            
            830,977
            
            
            
            5.7
            %
            
            
            7.1
            %Depreciation
      and amortization
            
            
            1,588,909
            
            
            
            1,758,334
            
            
            
            15.5
            %
            
            
            15.1
            %Gross
      profit
            
            
            8,061,597
            
            
            
            9,041,438
            
            
            
            78.8
            %
            
            
            77.7
            %General
      and administrative expenses
            
            
            1,442,137
            
            
            
            825,983
            
            
            
            14.1
            %
            
            
            7.1
            %Income
      from operations
            
            
            6,619,460
            
            
            
            8,215,455
            
            
            
            64.7
            %
            
            
            70.6
            %Interest
      expense, net
            
            
            5,167,369
            
            
            
            6,061,743
            
            
            
            50.5
            %
            
            
            52.1
            %Other
      income, net
            
            
            225,553
            
            
            
            290,200
            
            
            
            2.2
            %
            
            
            2.5
            %Income
      from operations before income taxes
            
            
            1,677,644
            
            
            
            2,443,912
            
            
            
            16.4
            %
            
            
            21.0
            %Income
      tax expense
            
            
            429,409
            
            
            
            620,049
            
            
            
            4.2
            %
            
            
            5.3
            %Net
      income
            
            
            1,248,235
            
            
            
            1,823,863
            
            
            
            12.2
            %
            
            
            15.7
            %




Revenues




Our revenues are derived from the
operation of the Expressway. Our revenues decreased approximately $1.4 million,
or 12.0%, from approximately $11.6 million for the three (3) months ended
March 31, 2008 to approximately $10.2 million for the three (3) months
ended March 31, 2009. The decrease was mainly attributable to the decrease
in the traffic volume of commercial vehicles and a toll free policy introduced
by the Chinese government.




During the three (3) months ended March
31, 2009 and 2008, the converted average daily traffic volume, a guideline
specifically used in the toll road industry to evaluate operational performance,
decreased 2,069 units, or 15.5%, from 13,338 units for the three (3) months
ended March 31, 2008 to 11,269 units for the three (3) months ended March 31,
2009, which is mainly due to the following factors:




Commercial vehicles, especially coal
trucks, are one of the main categories of vehicles on the Expressway with a high
toll rate. During the three (3) months ended March 31, 2009, due to the
spread of the sub-prime mortgage crisis throughout the world, China’s coal
market decreased. As a result, the converted average daily traffic volume of
commercial vehicles decreased approximately 17.3% from approximately 8,584 for
the three (3) months ended March 31, 2008 to approximately 7,100 for the three
(3) months ended March 31, 2009.




-6-


In 2008, the Chinese government
introduced regulations to reduce increases in the market price of certain
products. The regulations prescribed that a toll free policy should be applied
to those vehicles transporting fruit, vegetables, fowl, marine products, eggs
and milk. As a result, a portion of our traffic volume was toll
free.




Due to
these factors set forth above, our revenue for the three (3) months ended March
31, 2009 decreased 12.0% compared to the same period in 2008.




Operating
Costs




Our operating costs mainly represent
road maintenance costs, road management costs, direct construction costs and
labor costs associated with toll operations. Our operating costs decreased
approximately $0.2 million, or 29.7%, from approximately $0.8 million for the
three (3) months ended March 31, 2008 to approximately $0.6 million for the
three (3) months ended March 31, 2009. This decrease is mainly attributable to
the decrease in our labor costs.




Depreciation
and Amortization




Our total depreciation and amortization
related to toll operations decreased approximately $0.2 million, or 9.6%, from
approximately $1.8 million for the three (3) months ended March 31, 2008 to
approximately $1.6 million for the three (3) months ended March 31,
2009.




Depreciation of toll
road infrastructures is calculated to write-off the cost on a
units-of-usage basis.  The Company depreciated and recorded the
depreciation based on the ratio of actual traffic volume incurred during the
period compared to the total expected traffic volume of the toll roads during
the operation licensing period, as estimated.




Gross
Profit




Our gross profit decreased
approximately $1.0 million, or 10.8%, from approximately $9.1 million for the
three (3) months ended March 31, 2008 to approximately $8.1 million for the
three (3) months ended March 31, 2009.  Such gross profit
decrease is primarily due to the decrease in our revenues.




Gross profit as a percentage of
revenues increased from 77.7% for the three (3) months ended March 31, 2008
to 78.8% for the there (3) months ended March 31, 2009.




General
and Administrative Expenses




General and administrative expenses
mainly represent employee payroll and welfare, traveling expenses, vehicle
gasoline and maintenance cost, entertainment expenses, consulting fees,
provisions for doubtful debts, depreciation and miscellaneous
taxes.  Our general and administrative expenses increased
approximately $0.6 million, or 74.6% from approximately $0.8 million for the
three (3) months ended March 31, 2008 to approximately $1.4 million for the
three (3) months ended March 31, 2009. This increase was mainly due to the
provision provided for a third party note receivableof approximately $0.8
million during the period, partially offset by reductions made in expenditures
in employee welfare, communication, and office expenses along with board of
directors’ expenses due to the business performance slump.




Interest
Expense, Net




Net interest expense decreased
approximately $0.9 million, or 14.8%, from approximately $6.1 million for the
three (3) months ended March 31, 2008 to approximately $5.2 million for the
three (3) months ended March 31, 2009. This decrease is primarily due to
the decreased interest rate of our loans.  The People’s Bank of China
adjusted the benchmark of interest rates for long term loans during the three
(3) months ended March 31, 2009 and 2008, accordingly, our lenders adjusted
their interest rates to some degree. As a result, the interest rate for our long
term loans decreased from an average of approximately 7.83% for the three (3)
months ended March 31, 2008, to approximately 7.29% on average for the three (3)
months ended March 31, 2009.




-7-




Income
Tax Expense




Income tax expense decreased
approximately $0.2 million, or 30.7%, from approximately $0.6 million for the
three (3) months ended March 31, 2008 to approximately $0.4 million for the
three (3) months ended March 31, 2009, as a result of the decrease in our
operational income. Our effective tax rate was 26% and 25% for the three (3)
months ended March 31, 2009 and 2008, respectively.




Net
Income




Our net income decreased approximately
$0.6 million, or 31.6%, from approximately $1.8 million for the three (3) months
ended March 31, 2008 to approximately $1.2 million for the three (3) months
ended March 31, 2009. This decrease is primarily due to the decrease in our
revenues and the increase in general and administrative expenses.




Results
of Operations for the Nine (9) Months Ended March 31, 2009 Compared to the
Nine (9) Months Ended March 31, 2008




The following table sets forth a
summary of certain key components of our results of operations for the periods
indicated, in dollars and as a percentage of revenues.




Nine
      (9) Months Ended
                March 31
                (Unaudited)
            
            
            Nine
      (9) Months Ended
                March 31
                (Unaudited)2009
            
            
            2008
            
            
            2009
            
            
            2008Revenues
            
            $
            37,779,524
            
            
            $
            40,509,496
            
            
            
            100.0
            %
            
            
            100.0
            %Operating
      costs
            
            
            4,259,217
            
            
            
            4,012,823
            
            
            
            11.3
            %
            
            
            9.9
            %Depreciation
      and amortization
            
            
            5,489,104
            
            
            
            5,121,538
            
            
            
            14.5
            %
            
            
            12.6
            %Gross
      profit
            
            
            28,031,203
            
            
            
            31,375,135
            
            
            
            74.2
            %
            
            
            77.5
            %General
      and administrative expenses
            
            
            4,288,648
            
            
            
            3,211,241
            
            
            
            11.4
            %
            
            
            7.9
            %Income
      from operations
            
            
            23,742,555
            
            
            
            28,163,894
            
            
            
            62.8
            %
            
            
            69.5
            %Interest
      expense, net
            
            
            17,829,695
            
            
            
            17,677,618
            
            
            
            47.2
            %
            
            
            43.6
            %Other
      income, net
            
            
            667,024
            
            
            
            679,216
            
            
            
            1.8
            %
            
            
            1.7
            %Income
      from operations before income taxes
            
            
            6,579,884
            
            
            
            11,165,492
            
            
            
            17.4
            %
            
            
            27.6
            %Income
      tax expense
            
            
            1,732,497
            
            
            
            2,795,466
            
            
            
            4.6
            %
            
            
            6.9
            %Net
      income
            
            
            4,847,387
            
            
            
            8,370,026
            
            
            
            12.8
            %
            
            
            20.7
            %




Revenues




Our revenues are derived from the
operation of the Expressway. Our revenues decreased approximately $2.7 million,
or 6.7% from approximately $40.5 million for the nine (9) months ended
March 31, 2008 to approximately $37.8 million for the nine (9) months ended
March 31, 2009. The decrease was mainly attributable to the decrease in the
traffic volume of commercial vehicles and a toll free policy introduced by
Chinese government.




On December 26, 2005, the first phase
of the Expressway was completed and we commenced toll operations. On May 31,
2006, with the completion of the remaining part (second phase), the entire
Expressway was put into operation. A key transport artery, the national trunk
Nanluo Expressway, was entirely put into operation as well. The converted
average daily traffic volume, a guideline specifically used in the toll road
industry to evaluate operational performance, steadily decreased 32 units, or
0.2%, from 13,865 units for the nine (9) months ended March 31, 2008 to 13,833
units for the nine (9) months ended March 31, 2009.




-8-


Although the traffic volume retained
the same level, our revenues from the operation of toll road decreased during
the nine (9) months ended March 31, 2009 due to the following
factors:




Commercial vehicles, especially coal
trucks, are one of the main categories of vehicles on the Expressway with a high
toll rate. During the nine (9) months ended March 31, 2009, due to the
spread of the sub-prime mortgage crisis throughout the world, China’s coal
market decreased. On the other hand, incidents of coal mine accidents in China
lead to a suspension of operations of coal mines in Henan province. As a result,
the traffic volume of commercial vehicles as a component of our total traffic
volume decreased approximately 2.3%, from approximately 71.9% for the nine (9)
months ended March 31, 2008 to approximately 69.6% for the nine (9) months ended
March 31, 2009.




In 2008, the Chinese government
introduced regulations to reduce increases in the market price of certain
products. The regulations prescribed that a toll free policy should be applied
to those vehicles transporting fruit, vegetables, fowl, marine products, eggs
and milk. As a result, a portion of our traffic volume was toll
free.




Due to these factors set forth above,
our revenue for the nine (9) months ended March 31, 2009 decreased 6.7% compared
to the same period in 2008.




Operating
Costs




Our operating costs mainly represent
the road maintenance costs, road management costs, direct construction costs and
labor costs associated with the toll operations. For the nine (9) months ended
March 31, 2009, our operating costs increased approximately $0.3 million,
or 6.1%, to approximately $4.3 million, compared to approximately $4.0 million
for the nine (9) months ended March 31, 2008. This increase is mainly due
to the change in the exchange rate.




Depreciation
and Amortization




Our total depreciation and amortization
related to toll operations increased approximately $0.4 million, or 7.2%, from
approximately $5.1 million for the nine (9) months ended March 31, 2008 to
approximately $5.5 million for the nine (9) months ended March 31,
2009.




Depreciation of toll
road infrastructures is calculated to write-off their cost on a
units-of-usage basis.  The Company depreciated and recorded the
depreciation based on the ratio of actual traffic volume incurred during the
period compared to the total expected traffic volume of the toll roads during
the operation licensing period, as estimated.




Gross
Profit




Our gross profit decreased
approximately $3.3 million, or 10.7%, from approximately $31.3 million for the
nine (9) months ended March 31, 2008 to approximately $28.0 million for the
nine (9) months ended March 31, 2009.  Such gross profit decrease
is primarily due to the decrease in our revenues.




Gross profit as a percentage of
revenues decreased from 77.5% for the nine (9) months ended March 31, 2008
to 74.2% for the nine (9) months ended March 31, 2009.




General
and Administrative Expenses




Our general and administrative expenses
mainly represent the employee payroll and welfare, traveling expenses, vehicle
gasoline and maintenance costs, entertainment expenses, consulting fees,
provisions for doubtful debts, depreciation and miscellaneous taxes. General and
administrative expenses increased approximately $1.1 million, or 33.6%, from
$3.2 million for the nine (9) months ended March 31, 2008 to approximately
$4.3 million for the nine (9) months ended March 31, 2009. The increase in
our administration expenses was mainly due to the increase in our consulting
fees.  Provisions for doubtful debts amounted to approximately $0.6
million and $0.1 million, which were partially offset by reductions in the
expenditures in employee welfare, communication expenses, office expenses and
board of directors’ expenses due to the business performance slump.




-9-




Interest
Expense, Net




Net interest expense increased
approximately $0.1 million, or 0.9%, from approximately $17.7 million for the
nine (9) months ended March 31, 2008 to approximately $17.8 million for the
nine (9) months ended March 31, 2009. This increase is mainly due to the
change in the exchange rate.




Income
Tax Expense




Income tax expense decreased
approximately $1.1 million, or 38.0%, from approximately $2.8 million for the
nine (9) months ended March 31, 2008 to approximately $1.7 million for the
nine (9) months ended March 31, 2009, as a result of the decrease in our
income from operations. Our effective tax rate was 26% and 25% for the nine (9)
months ended March 31, 2009 and 2008, respectively.




Net
Income




Our net income decreased approximately
$3.5 million, or 42.1%, from approximately $8.4 million for the nine (9) months
ended March 31, 2008 to approximately $4.9 million for the nine (9) months
ended March 31, 2009. This decrease is primarily due to the decrease in our
revenues and the increase in general and administrative expenses.




Liquidity
and Capital Resources




We generally finance our operations
through, to a substantial extent, operating profit and a combination of
borrowings from banks and capital contributions from Wise On China Limited.
During the reporting periods, we arranged a number of bank loans to satisfy our
financing needs. As of the date of this Quarterly Report, we have not
experienced any difficulty in raising funds by bank loans, and we have not
experienced any liquidity problems in settling our payables in the normal course
of business and repaying our bank loans when they fall due.




The following table sets forth the
summary of our cash flow, in dollars, for the periods indicated:




Nine
      (9) Months Ended March 31
                (Unaudited)2009
            
            
            2008Net
      cash provided by operating activities
            
            $
            10,690,200
            
            
            $
            14,415,686Net
      cash used in investing activities
            
            
            (8,098,150
            )
            
            
            (2,365,164
            )Net
      cash used in financing activities
            
            
            (464,259
            )
            
            
            (14,016,347
            )Net
      increase (decrease) in cash and cash equivalents
            
            
            2,127,791
            
            
            
            (1,965,825
            )Effect
      of exchange rate changes on cash
            
            
            (81,970
            )
            
            
            (1,450,213
            )Cash
      and cash equivalents at beginning of period
            
            
            5,769,344
            
            
            
            5,830,962Cash
      and cash equivalents at end of period
            
            $
            7,815,165
            
            
            $
            2,414,924




Operating
Activities




Net cash provided by operating
activities was approximately $10.7 million for the nine (9) months ended
March 31, 2009, as compared to $14.4 million for the nine (9) months ended
March 31, 2008.  This decrease is mainly due to the decrease of
net income.




Investing
Activities




Net cash used in investing activities
was approximately $8.1 million for the nine (9) months ended March 31, 2009, as
compared to approximately $2.4 million for the nine (9) months ended
March 31, 2008.  The change is mainly due to the
following:  (a) a related party company (Tai Ao) commenced its toll
operation in December 2008. At the beginning, Tai Ao lacked working capital to
fulfill its daily operations. As a result, we provided an additional payment on
behalf of Tai Ao for approximately $11.0 million for the nine (9) months ended
March 31, 2009; and (b) our payments associated with toll road construction
decreased approximately $3.9 million during the nine (9) months ended March 31,
2009.




-10-


Financing
Activities




Net cash used in financing activities
was $0.5 million for the nine (9) months ended March 31, 2009, as compared
to approximately $14.0 million for the nine (9) months ended March 31,
2008. Such change is mainly due to: (a) our repayment of short-term bank loans
and notes payable during the nine (9) months ended March 31, 2008 which
amounted to approximately $11 million and $5.5 million; (b) proceeds from
short-term bank loans amounting to approximately $7.3 million for the nine (9)
months ended March 31, 2009, designed to fulfill our working capital demands;
and (c) our repayment of the mature part of our long-term bank loans
approximately amounting to $7.8 million during the nine (9) months ended March
31, 2009.




Working
Capital




Our working capital deficiency
increased by approximately $15.9 million from approximately $6.6 million as of
June 30, 2008 to approximately $22.5 million as of March 31,
2009.  This was primarily due to our decrease in notes receivable and
current portion of notes receivable from related parties approximately amounted
to $0.8 million and $2.0 million, respectively, and increase in short-term bank
loans, current portion of long-term loans, payable to contractors and deferred
tax liabilities approximately amounted to $7.3 million, $17.1 million, $1.5
million and $2.1 million, respectively, and partially offset by an increase in
cash and cash equivalents and advance to a related party approximately amounted
to $2.0 million and $10.4 million, respectively, and a decrease in other
payables and accrued liabilities of approximately $3.1 million. The decrease in
current portion of notes receivable from related parties represented our
settlement with related parties. The increase in advance to a related party
represented our additional payment on behalf of Tai Ao during the period. To
remedy our working capital deficiency, we received proceeds from short-term bank
loans approximately amounted to $7.3 million during the nine months ended March
31, 2009.




The Company currently generates its
cash flow through operations and the Company believes that its cash flow
generated from operations will be sufficient to sustain operations for the next
twelve (12) months. Also, from time to time, the Company may come up with new
expansion opportunities for which our management may consider seeking external
funding and financing.




Capital
Expenditures




We made capital expenditures of
approximately $2.0 million and $4.9 million for the nine (9) months ended
March 31, 2009 and 2008, respectively. The capital expenditures principally
consisted of toll road infrastructures, toll stations and ancillary facilities,
communication and monitoring equipments and other equipment related to our toll
operations. If we are permitted to construct and operate a new toll road or
invest other toll road companies, we may require additional funds.




Off-Balance
Sheet Arrangements




We do not have any outstanding
derivative financial instruments, off-balance sheet guarantees, interest rate
swap transactions or foreign currency forward contracts. Furthermore, we do not
have any retained or contingent interest in assets transferred to an
unconsolidated entity that serves as credit, liquidity or market risk support to
such entity. We do not have any variable interest in an unconsolidated entity
that provides financing, liquidity, market risk or credit support to us or that
engages in leasing, hedging or research and development services with
us.




-11-




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Interest
Rate Risk




Our exposure to interest rate risk for
changes in interest rates relates primarily to the interest expense incurred by
the bank loans and the interest income generated by the loans to our related
parties or bank deposits. We have not used any derivative financial instruments
in our investment portfolio or for cash management purposes. Interest-earning
instruments carry a degree of interest rate risk. We have not been exposed nor
do we anticipate being exposed to material risks due to changes in interest
rates. However, our future interest expense or interest income may increase of
expectations due to changes in interest rates in the PRC.




Foreign
Exchange Risk




We do not hold any derivative
instruments and do not engage in any hedging activities. Because most of our
purchases and sales are made in RMB, any exchange rate change affecting the
value of the RMB relative to the U.S. dollar could have an effect on our
financial results as reported in U.S. dollars. If the RMB were to depreciate
against the U.S. dollar, amounts reported in U.S. dollars would be
correspondingly reduced. If the RMB were to appreciate against the U.S. dollar,
amounts reported in U.S. dollars would be correspondingly
increased.




ITEM
4T. CONTROLS AND PROCEDURES




Disclosure
Controls and Procedures





Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures, as defined
in Rule 13a-15(e) under the Exchange Act. Based on this evaluation, our
management, including our principal executive officer and our principal
financial officer, concluded that our disclosure controls and procedures were
effective as of the fiscal quarter covered by this report, to ensure that
information required to be disclosed by us in the reports filed or submitted by
us under the Exchange Act (i) is recorded, processed, summarized and
reported within the time period specified in SEC rules and forms, and
(ii) is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate
to allow appropriate decisions on a timely basis regarding required
disclosure.





Internal
Control over Financial Reporting





There were no changes in internal
control over financial reporting that occurred during the fiscal quarter covered
by this report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





PART
II


OTHER
INFORMATION




ITEM
1. LEGAL PROCEEDINGS




On June
27, 2007, China Railway No. 5 bureau, the contractor who won the bid in the
Pinglin Expressway No. 2 road connection project, was sued by the subcontractors
Hujianting and Hefeiyue for postponing the commencing date of construction for
more than ten (10) months. The total damage claimed in this case was $647,364,
and the Company, as the 5th defendant, was brought into this case by the
plaintiff. The case is currently ongoing and the Company believes the claims
against them are without substance and they plan to vigorously defend
themselves. As such, there was no contingency accrual for this case at March 31,
2009.




The
Company entered into an agreement to purchase a land use right from Pingdingshan
No. 3 Cement Factory for $1,843,646. However, the Company was not informed that
such land use right was pledged as collateral for loans to the cement factory.
Pingdingshan No. 3 Cement Factory went bankrupt and the company that loaned them
money then sued the Company for the loss of the collateral. On July 13, 2006,
judgment was made by the Henan Pingdingshan Intermediary Court in which the
Company was required to pay the lending company $485,851. The amount was paid in
August 2006 and was netted against Other Income, Net in the statement of income
for the year ended June 30, 2007. The Company appealed the ruling to Henan
Pingdingshan Intermediary Court again. Pursuant to the final judgment made on
April 25, 2008, the compensating claim from the lending company was rejected.
Currently, the Company is in the progress of pursuing the amount paid. No
receivable for the contingency was recorded as of March 31, 2009.




-12-


In the
normal course of business, we are named as a defendant in lawsuits in which
claims are asserted against us. In our opinion, the liabilities, if any, which
may ultimately result from such lawsuits, are not expected to have a material
adverse effect on our financial position, results of operations or cash flows
other than as set forth above.





ITEM
1A. RISK FACTORS




Not
required for a “smaller reporting company”.




ITEM
2. UREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS




During
the quarter ended March 31, 2009, the Company had no unregistered sales of
equity securities.




ITEM
3. DEFAULTS UPON SENIOR SECURITIES




None.




ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS




None.




ITEM
5. OTHER INFORMATION




None.







ITEM
6. EXHIBITS




(a)       
 Exhibits:




EXHIBIT NO.
            
            DESCRIPTION
            
            LOCATION3.1
            
            Articles
      of Incorporation of Learning Quest Technologies, Inc.
            
            Incorporated
      by reference to Exhibit 3.01 to the Company’s Form 10-SB as filed with the
      SEC on December 17, 2004.3.2
            
            Amended
      and Restated Bylaws of China Infrastructure Investment Corporation, dated
      as of May 21, 2008.
            
            Incorporated
      by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as
      filed with the SEC on May 22, 2008.3.3
            
            Certificate
      of Incorporation of Color Man Holdings Limited
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.3.4
            
            Certificate
      of Incorporation of Wise On China Limited
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.3.5
            
            Certificate
      of Incorporation of Pingdingshan Pinglin Expressway Co.,
    Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.




-13-




EXHIBIT NO.
            
            DESCRIPTION
            
            LOCATION3.6
            
            Company
      Charter of Color Man Holdings Limited (Memorandum of Association and
      Articles of Association
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.3.7
            
            Company
      Charter of Wise On China Limited
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.3.8
            
            Articles
      of Association of Pingdingshan Pinglin Expressway Co.,
Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.1
            
            Share
      Exchange Agreement, dated February 8, 2008, by and among Learning Quest
      Technologies, Inc., Color Man Holdings Ltd. and Joylink Holdings
      Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.2
            
            Chartered
      Rights Agreement on Pingdingshan-Linru Expressway Project, dated April 10,
      2003, by and between Pingdingshan Pinglin Expressway Co., Ltd. and
      Pingdingshan Bureau of Communications
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.3
            
            Loan
      Contract of the Year 2004, dated December 28, 2004, by and between the
      China Development Bank and Pingdingshan Pinglin Expressway Co.,
      Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.4
            
            Loan
      Contract of the Fixed Assets (No. YBZ No. 0054, 2005), dated July 29,
      2005, by and between The Pingdingshan Branch of Industrial and Commercial
      Bank of China and Pingdingshan Pinglin Expressway Co.,
Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.




10.5
            
            Loan
      Contract, dated February 25, 2005, by and between the Agricultural Bank of
      China, Xinhua Branch of Pingdingshan City and Pingdingshan Pinglin
      Expressway Co., Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.6
            
            Loan
      Contract of the Year 2007, dated September 28, 2007, by and between the
      China Development Bank and Pingdingshan Pinglin Expressway Co.,
      Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.7
            
            Loan
      Contract, dated June 7, 2005, by and between the Agricultural Bank of
      China, Xinhua Branch of Pingdingshan City and Pingdingshan Pinglin
      Expressway Co., Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.8
            
            General
      Loan Contract, dated November 29, 2004, by and between the China
      Development Bank and Pingdingshan Pinglin Expressway Co.,
    Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.10.9
            
            Loan
      Contract of the Fixed Assets (No. YBZ No. 0051, 2005), dated July 29,
      2005, by and between The Pingdingshan Branch of Industrial and Commercial
      Bank of China and Pingdingshan Pinglin Expressway Co.,
Ltd.
            
            Incorporated
      by reference to that Company’s Current Report on Form 8-K as filed with
      the SEC on February 11, 2008.




-14-




14.1
            
            Code
      of Ethics
            
            Incorporated
      by reference to Exhibit 14.1 the Company’s Annual Report on Form 10-K for
      the fiscal year ended June 30, 2008 as filed with the SEC on September 29,
      2008.16.1
            
            Auditor
      Letter
            
            Incorporated
      by reference to Exhibit 16.1 to the Company’s Annual Report on Form 10-K
      for the fiscal year ended June 30, 2008 as filed with the SEC on September
      29, 2008.31.1
            
            Certification
      of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
            
            Provided
      herewith.31.2
            
            Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002
            
            Provided
      herewith.32.1
            
            Certification
      of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002
            
            Provided
      herewith.32.2
            
            Certification
      of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002
            
            Provided
      herewith.99.1
            
            Audit
      Committee Charter of the Company
            
            Incorporated
      by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K
      as filed with the SEC on May 22, 2008.99.2
            
            Compensation
      Committee Charter of the Company
            
            Incorporated
      by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K
      as filed with the SEC on May 22, 2008.99.3
            
            Corporate
      Governance and Nominating Committee Charter of the Company
            
            Incorporated
      by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K
      as filed with the SEC on May 22,
2008.




-15-




SIGNATURES




Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Quarterly Report on Form
10-Q report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Date: May
      15, 2009
              By:
              /s/
      Li XipengName:Li
      XipengChief
      Executive Officer, Principal ExecutiveOfficer
      and Chairman of the Board




Date: May
      15, 2009
              By:
              /s/
      Zhang ChunxianName:Zhang
      ChunxianChief
      Financial Officer, Principal Financial andAccounting
      Officer and Director




-16-