Unassociated Document

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 September 30, 2009

¨	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 o No 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 November 12, 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-1

ITEM 1. FINANCIAL STATEMENTS		F-1

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		-10-

ITEM 4. CONTROLS AND PROCEDURES		-10-

PART II OTHER INFORMATION		-10-

ITEM 1. LEGAL PROCEEDINGS		-10-

ITEM 1A. RISK FACTORS		-11-

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		-11-

ITEM 3. DEFAULTS UPON SENIOR SECURITIES		-11-

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS		-11-

ITEM 5. OTHER INFORMATION		-11-

ITEM 6. EXHIBITS		-11-

SIGNATURES		-14-

- 2 - -

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

FINANCIAL STATEMENTS

TABLE OF CONTENTS

		Page

CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2009 (UNAUDITED) AND JUNE 30, 2009		F-2

CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)		F-4

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)		F-5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)		F-6

F-1

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

ASSETS

	September 30, 2009		June 30, 2009
	(Unaudited)

CURRENT ASSETS
Cash and cash equivalents	$	3,114,125	$	1,614,260
Restricted cash		3,554,500		3,550,761
Notes receivable, net		106,145		104,676
Accounts receivable		1,327,103		1,089,546
Other receivables		149,430		148,934
Notes receivable from related parties		79,159,269		151,332,301
Advance to a related party		-		32,680,154
Other current assets		683,455		940,712
Total current assets		88,094,027		191,461,344

Notes receivable from a related party		75,916,037		-
Advance to a related party		32,714,567		-
Toll road infrastructures, net		435,800,855		437,178,980
Plant and equipment, net		15,519,390		15,662,302
Land use rights, net		46,814,825		47,264,452
Long-term investment		1,579,502		1,577,840
Deferred taxes		4,367,920		4,725,650
Total long-term assets		612,713,096		506,409,224

TOTAL ASSETS	$	700,807,123	$	697,870,568

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’ EQUITY

	September 30, 2009		June 30, 2009
	(Unaudited)

CURRENT LIABILITIES
Other payables and accrued liabilities	$	1,949,124	$	2,191,314
Short-term bank loans		7,312,507		7,304,815
Current portion of long-term bank loans		27,796,303		27,767,064
Notes payable		3,525,250		3,521,542
Payable to contractors		20,743,416		22,090,622
Deferred taxes		8,546,997		7,852,128
Deferred revenue, current		80,464		78,803
Other current liabilities		154,909		163,130
Total current liabilities		70,108,970		70,969,418

LONG-TERM LIABILITIES
Long-term bank loans		441,049,491		440,585,554
Deferred revenue, long-term		6,487,750		6,502,203
Total long-term liabilities		447,537,241		447,087,757

TOTAL LIABILITIES		517,646,211		518,057,175

CONTINGENCIES

SHAREHOLDERS’ EQUITY
Common stock, $.001 par value, 150,000,000 shares authorized, 80,000,000 shares issued and outstanding as of September 30, 2009 and June 30, 2009, respectively		80,000		80,000
Additional paid-in capital		141,374,184		141,152,164
Accumulated other comprehensive income		27,707,092		27,516,099
Retained earnings		13,999,636		11,065,130
Total Shareholders’ Equity		183,160,912		179,813,393

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	700,807,123	$	697,870,568

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 SEPTEMBER 30,
	2009			2008

REVENUES	$	13,578,529		$	15,438,407

OPERATING COSTS		1,277,504			1,209,211

DEPRECIATION AND AMORTIZATION		1,888,533			2,104,615

GROSS PROFIT		10,412,492			12,124,581

General and administrative expenses		1,368,500			1,345,248

INCOME FROM OPERATIONS		9,043,992			10,779,333

OTHER INCOME (EXPENSES)

Interest expense		(7,531,649	)		(9,287,380	)

Interest income		2,191,389			2,776,786

Other income, net		282,949			256,212

INCOME FROM OPERATIONS BEFORE INCOME TAXES		3,986,681			4,524,951

INCOME TAX EXPENSE		(1,052,175	)		(1,208,766	)

NET INCOME		2,934,506			3,316,185

OTHER COMPREHENSIVE INCOME

Foreign currency translation gain		190,993			428,851

OTHER COMPREHENSIVE INCOME, NET		190,993			428,851

COMPREHENSIVE INCOME	$	3,125,499		$	3,745,036

WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED		80,000,000			80,000,000

NET INCOME PER COMMON SHARE, BASIC AND DILUTED	$	0.04		$	0.04

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)

	Three Months Ended September 30,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	2,934,506		$	3,316,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,543,162			2,253,451
Deferred taxes		1,052,599			1,156,496
Deferred revenue		(151,403	)		(151,142	)
Imputed interest		131,691			132,922
Interest income		(2,121,423	)		(2,759,318	)
Debt exemption from shareholder		222,020			-
Changes in operating assets and liabilities:
(Increase) Decrease In:
Accounts receivable		(237,557	)		(1,114,989	)
Other receivables		(496	)		315,619
Other current assets		257,257			238,869
Increase (Decrease) In:
Other payables and accrued liabilities		(242,190	)		23,435
Other current liabilities		(8,221	)		(69,288	)
Net cash provided by operating activities		4,379,945			3,342,240

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of construction in progress		-			(849,834	)
Purchases of plant and equipment		(47,164	)		(108,144	)
Decrease in payable to contractors		(1,347,206	)		(227,520	)
Increase in notes receivable from related parties		(1,461,753	)		-
Net cash used in investing activities		(2,856,123	)		(1,185,498	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term bank loans		-			9,153,477
Repayments of long-term bank loans		-			(9,153,477	)
Net cash used in financing activities		-			-

NET INCREASE IN CASH AND CASH EQUIVALENTS		1,523,822			2,156,742
Effect of exchange rate changes on cash		(23,957	)		(190,688	)
Cash and cash equivalents at beginning of year		1,614,260			5,769,344

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3,114,125		$	7,735,398

SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid	$	7,335,276		$	9,153,477

SUPPLEMENTAL NON-CASH DISCLOSURES:

During the three months ended September 30, 2009 and 2008, $0 and $849,834 were transferred from construction in progress to toll road infrastructures, respectively.

See accompanying notes to the condensed consolidated financial statements.

F-5

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 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 percentage of each party’s equity interests was 46%, 18%, 18% and 18% respectively.

F-6

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

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 PRC.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

On July 1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB statement No. 162). ASC 105-10 establishes the FASB ASC as the source of authoritative accounting principles recognized by the FASB to be applied in preparation of financial statements in conformity with generally accepted accounting principles in the United States of America. The adoption of this standards had no impact on the Company’s condensed consolidated financial statements.

The condensed 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.

F-7

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Concentrations

The location of the toll road and the operations of the Company are solely in the Henan Province, PRC.

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.

(d) 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.

A significant estimate of the Company is the estimate of future total traffic volume. This estimate is used for the calculation of depreciation relating to the toll road. Also see Note 2(h).

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

(e) Fair Value of Financial Instruments

ASC 820-10 (formerly SFAS No. 157, fair value measurement) 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-8

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(e) 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 ASC 820-10 as of September 30, 2009 are as follows:

			Fair Value Measurements at Reporting Date Using
	Carrying value as of September 30, 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	$	3,114,125		3,114,125		-		-
Restricted cash	$	3,554,500		3,554,500		-		-

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.

(f) 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. Also see Note 12 for restricted cash.

F-9

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(g) Plant and Equipment

Plant and equipment is carried at cost less accumulated depreciation and impairment losses. Depreciation is provided over the estimated useful lives, using the straight-line method. Estimated useful lives of the plant and equipment are as follows:

Motor vehicles	8 years
Machinery	8 years
Office equipment	6 years
Toll stations and ancillary facilities	27 years
Communication and monitoring equipment	10 years

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income. The cost of maintenance and repairs is charged to expense as incurred, whereas significant renewals and betterments are capitalized.

(h) Toll Road Infrastructures

Toll road infrastructures 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 operation of the toll roads, based on the ratio of actual traffic volume compared to the total expected traffic volume of the toll roads as assessed by management each year. The total expected traffic volume is derived from a traffic projection report prepared by an independent PRC organization. Also see Note 2(d).

(i) 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.

F-10

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(j) 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 three months ended September 30, 2009 and 2008, since construction was completed.

(k) 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.

(l) 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 in ASC 360-10 (formerly SFAS 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 three months ended September 30, 2009 and 2008.

(m) 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.

(n) Rental Income

The Company rents gas stations, advertising booths and toll road service districts to lessees. 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. Also see Note 13.

F-11

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(o) Retirement Benefits

Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to operations as incurred. Retirement benefits amounting to $50,633 and $0 were charged to operations for the three months ended September 30, 2009 and 2008.

(p) Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequence attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. Also see Note 14.

(q) 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 three months ended September 30, 2009 and 2008.

F-12

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(r) 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.

	September 30, 2009		September 30, 2008
Periods ended RMB: US$ exchange rate		6.8376		6.8551
Average RMB: US$ exchange rate		6.8411		6.8529

(s) Comprehensive Income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income should be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of comprehensive income is the foreign currency translation adjustment.

(t) Recent Accounting Pronouncements

In December 2008, the Financial Accounting Standards Board (” FASB”) approved ASC 715-20 (formerly FSP No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, which provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. These disclosures include how investment allocation decisions are made, information about major categories of plan assets, significant concentrations of risks within plan assets, and fair value measurements of plan assets. Our effective date is June 30, 2009. The adoption of ASC 715-20did not have an impact on the Company’s financial statements.

In April 1, 2009, the FASB approved ASC 805-20 (formerly FSP FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies, which amends Statement 141(R) and eliminates the distinction between contractual and non-contractual contingencies. Under ASC 805-20, an acquirer is required to recognize at fair value an asset acquired or liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. If the acquisition-date fair value cannot be determined, the acquirer applies the recognition criteria in SFAS No. 5, Accounting for Contingencies and Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and interpretation of FASB Statement No. 5,” to determine whether the contingency should be recognized as of the acquisition date or after it. The adoption of ASC 805-10 did not have an impact on the Company’s financial statements.

F-13

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(t) Recent Accounting Pronouncements (continued)

ASC 320-10 (formerly FSP FAS 115-2 and FAS 124-2, amend the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. It did not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. We are required to adopt this FSP for our interim and annual reporting periods ending after June 15, 2009. This FSP does not require disclosures for periods presented for comparative purposes at initial adoption. The adoption of ASC 320-10 did not have an impact on the Company’s financial statements.

On April 9, 2009, the FASB also approved ASC 825-10 (formerly FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments) to require disclosures about fair value of financial instruments in interim period financial statements of publicly traded companies and in summarized financial information required by ASC 825-10, Interim Financial Reporting. We are required to adopt this ASC for our interim and annual reporting periods ending after June 15, 2009. This ASC does not require disclosures for periods presented for comparative purposes at initial adoption. The adoption of ASC 825-10 did not have an impact on the Company’s financial statements.

In February 2008, the FASB issued ASC 820-10 (formerly FSP SFAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS No. 157, Fair Value Measurement (“SFAS No. 157”), for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). ASC 820-10 establishes a framework for measuring fair value and expands disclosures about fair value measurements. ASC 820-10 partially defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008, and interim periods within those fiscal years for items within the scope of this FSP. The adoption of SFAS No. 157 for all non-financial assets and non-financial liabilities is effective for us beginning July 1, 2009. It’s not expected that this adoption will have a material impact on the Company’s financial statements.

In May 2009, the FASB issued ASC 855-10 (formerly SFAS No. 165, Subsequent Events. ASC 855-10 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). SFAS No. 167 requires an enterprise to perform an analysis and ongoing reassessments to determine whether the enterprises variable interest or interests give it a controlling financial interest in a variable interest entity and amends certain guidance for determining whether an entity is a variable interest entity. It also requires enhanced disclosures that will provide users of financial statements with more transparent information about an enterprises involvement in a variable interest entity. SFAS No. 167 is effective as of the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009 and for all interim reporting periods after that, and is not anticipated to have any material impact on the Company’s consolidated financial statements. The Company is currently evaluating the impact of the adoption of SFAS 167. This recently issued but not yet enacted accounting standard has not yet been codified by the FASB. Also see Note 2 (a).

F-14

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

3.	NOTES RECEIVABLE

A) Current notes receivable from unrelated companies consist of the following:

	September 30, 2009		June 30, 2009
	(Unaudited)

Notes receivable from unrelated companies	$	886,146	$	884,677
Less: Provision for doubtful accounts		780,001		780,001
	$	106,145	$	104,676

On June 20, 2007, the Company loaned to Pingdingshan Traffic Administration $655,403. The note is unsecured and was due December 20, 2007, bearing a 5.85% interest rate per annum. On December 20, 2007, the Company entered into a renewal agreement with Pingdingshan Traffic Administration, whereby the note was extended to December 20, 2008 with a 7.47% interest rate per annum. Considering the aging of the note receivable has exceeded two years and the Company has never received the interest or principal from the note, the Company’s management believes there is uncertainty as to collection of the note. A full provision amounting to $780,001 was provided by the Company as of September 30, 2009.

On January 22, 2009, the Company loaned to Pingdingshan Expressway Construction Co., Ltd. $104,676. The note is unsecured and is due January 21, 2010, and bears a 5.31% interest rate per annum.

Interest income for the three months ended September 30, 2009 and 2008 was $1,358 and $42,845, respectively.

F-15

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

4.	NOTES RECEIVABLE FROM RELATED PARTIES

	September 30, 2009		June 30, 2009
	(Unaudited)

B) Current notes receivable from related parties:

Tai Ao Expressway Co., Ltd.
Principal	$	-	$	70,130,050
Interest receivable		-		4,664,700
		-		74,794,750

Xinyang Expressway Co., Ltd.
Principal		69,743,696		69,670,334
Interest receivable		5,690,828		4,650,237
		75,434,524		74,320,571

Henan Ruijia Industry Co., Ltd.
Principal		2,193,752		2,191,445
Interest receivable		54,685		25,535
		2,248,437		2,216,980

Henan Hairun Trade Co., Ltd.
Principal		1,462,501		-
Interest receivable		13,807		-
		1,476,308		-

		79,159,269		151,332,301

C) Long-term note receivable from a related party:

Tai Ao Expressway Co., Ltd.
Principal	$	70,203,897	$	-
Interest receivable		5,712,140		-
		75,916,037		-

Total notes receivable from related parties	$	155,075,306	$	151,332,301

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 from Tai Ao was extended to June 29, 2010 with a 7.83% interest rate per annum. Interest shall be paid annually and the principal shall be 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 the principal is repaid at maturity.

F-16

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

4.	NOTES RECEIVABLE FROM RELATED PARTIES (CONTINUED)

On April 12, 2009, Henan Ruijia Industry Co., Ltd. (“Ruijia”) entered into an agreement with the Company. Pursuant to the agreement, the Company provided a note receivable for $2,191,445 to Ruijia. Such note receivable is due April 11, 2010, and bears a 5.31% interest rate per annum. The principal and the interest are repaid at maturity.

On July 28, 2009, Henan Hairun Trade Co., Ltd. (“Hairun”) entered into an agreement with the Company. Pursuant to the agreement, the Company provided a note receivable for $1,462,501 to Hairun. Such note receivable is due July 27, 2010, and bears a 5.31% interest rate per annum. The principal and the interest are repaid at maturity.

The notes receivable were provided to these companies for their construction and operation working capital. Tai Ao, Xinyang and Ruijia are related to the Company through a common shareholder of the Company. Hairun is a trading company substantially controlled by Lin Jie, the vice president of operations of the Company. The notes receivable are interest bearing and unsecured. Interest income was $2,120,065 and $2,745,541 for the three months ended September 30, 2009 and 2008, respectively.

On September 27, 2009, the board of directors of the Company approved a share purchase resolution. Pursuant to a letter of intent dated September 27, 2009, the Company shall purchase at least 51% of Tai Ao. The consideration for such purchase will be settled first with a credit to Xinyang, and then the remainder in cash. If the Company successfully negotiates with Tai Ao’s shareholders, the consideration will be determined in accordance with the audited net assets of Tai Ao at the purchase date. If the Company consummates such transaction, Tai Ao would become a subsidiary of the Company and as a result, the note issued and the advance made by the Company to Tai Ao would be eliminated in the consolidated financial statements of the Company. This transaction is expected to be accounted for as an acquisition of a company under common control. Also see Note 5.

5.	ADVANCE TO A RELATED PARTY

	September 30, 2009		June 30, 2009

Tai Ao Expressway Co., Ltd.	$	32,714,567	$	32,680,154

The Company made advances to suppliers on behalf of Tai Ao for the purchase of construction materials commencing in 2006 in order to assist Tai Ao with its working capital needs.

The balances of $32,714,567 and $32,680,154 at September 30, 2009 and June 30, 2009, respectively, are unsecured, interest free and due on demand.

F-17

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

6.	TOLL ROAD INFRASTRUCTURES, NET

Toll road infrastructures consist of the following:

	September 30, 2009		June 30, 2009
	(Unaudited)

At cost:	$	456,992,598	$	456,511,890

Less: Accumulated depreciation		21,191,743		19,332,910
Toll road infrastructures, net	$	435,800,855	$	437,178,980

Depreciation expense for the three months ended September 30, 2009 and 2008 was $1,837,534 and $1,555,691, respectively. Also see Notes 2(d) and 2(h).

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 11.

7.	PLANT AND EQUIPMENT, NET

Plant and equipment consist of the following:

	September 30, 2009		June 30, 2009
	(Unaudited)

At cost:
Toll station and ancillary facilities	$	10,434,664	$	10,422,227
Communication and monitoring equipment		5,763,403		5,757,340
Motor vehicles		1,496,396		1,466,485
Machinery		297,999		297,686
Office equipment		590,357		572,395
		18,582,819		18,516,133
Less: Accumulated depreciation
Toll station and ancillary facilities		1,222,385		1,136,852
Communication and monitoring equipment		622,765		575,571
Motor vehicles		849,924		804,005
Machinery		119,525		110,376
Office equipment		248,830		227,027
		3,063,429		2,853,831

Plant and equipment, net	$	15,519,390	$	15,662,302

Depreciation expense for the three months ended September 30, 2009 and 2008 was $206,487 and $199,479, respectively.

F-18

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

8.	LAND USE RIGHTS

Land use rights consist of the following:

	September 30, 2009		June 30, 2009
	(Unaudited)

Cost	$	53,774,575	$	53,718,010
Less: Accumulated amortization		6,959,750		6,453,558
Land use rights, net	$	46,814,825	$	47,264,452

Amortization expense for the three months ended September 30, 2009 and 2008 was $499,142 and $498,281, respectively.

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

September 30, 2010	$	1,997,589
September 30, 2011		1,997,589
September 30, 2012		1,997,589
September 30, 2013		1,997,589
September 30, 2014		1,997,589
Thereafter		36,826,880
Total	$	46,814,825

F-19

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

9.	LONG-TERM INVESTMENT

	September 30, 2009				June 30, 2009
	(Unaudited)
	Ownership Interest		Net Book Value		Ownership Interest		Net Book Value

At cost:

Pingdingshan City Credit Corporation	2.39	%	$	1,579,502	2.39	%	$	1,577,840

The Company invested in Pingdingshan City Credit Corporation (“PCCC”), a commercial banking corporation established in 2005. The Company deposited Rmb20 million (approximately $2.5 million) in December 2005 and then purchased 3% of the total equity interest in PCCC in exchange for Rmb10 million (approximately $1.3 million) in 2007. As a consequence, Rmb10 million (approximately $1.3 million) was refunded to the Company in 2007. As of September 30, 2009 and June 30, 2009, the Company does not have more than a 20% interest in the investment and does not exercise significant influence over the investee. The Company accounts for the investment under the cost method. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. No dividend income was recognized for the three months ended September 30, 2009 and 2008.

On March 29, 2006, Ping entered into a share purchase agreement with PCCC, a local financial institution. Pursuant to the agreement, the Company obtained 3% of the total equity interest of PCCC with the consideration amounting to Rmb10 million (approximately US$1.3 million). After PCCC increased its share capital, the Company’s share of the total equity interest of the total equity interest in PCCC was diluted to 2.39%. Management of the Company adopted the cost method for the accounting of such investment.

10.	SHORT-TERM BANK LOAN

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

		September 30, 2009				June 30, 2009
Loan 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.		$	7,312,507			$	7,304,815

Interest expense for this loan for the three months ended September 30, 2009 and 2008 was $97,024 and $0, respectively.

F-20

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

11.	LONG-TERM BANK LOANS

Long-term bank loans consist of the following:

	September 30, 2009		June 30, 2009
	(Unaudited)

Loan from National Development Bank of China Henan Branch, due May 20, 2017, bearing a 6.12% 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.	$	93,600,094	$	93,501,636

Loan from Agricultural Bank of China, due November 20, 2011, bearing a 5.94% 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.		29,250,029		29,219,261

Loan from Agricultural Bank of China, due March 20, 2012, bearing a 5.94% 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.		29,250,029		29,219,261

Loan from Industrial and Commercial Bank of China Pingdingshan Branch, due July 21, 2020, 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.		170,495,495		170,316,152

Loan from National Development Bank of China Henan Branch, due November 28, 2022, bearing a 6.12% 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.		146,250,147		146,096,308
Total long-term bank loans		468,845,794		468,352,618
Less: current portion		27,796,303		27,767,064

Long-term portion	$	441,049,491	$	440,585,554

F-21

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

11.	LONG-TERM BANK LOANS (CONTINUED)

For the three months ended September 30, 2009 and 2008, interest expense was $7,236,096 and $9,153,477, 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 September 30, 2009 and June 30, 2009. The repayment schedule for the long-term bank loans is as follows:

September 30, 2010	$	27,796,303
September 30, 2011		15,613,666
September 30, 2012		69,252,369
September 30, 2013		31,227,331
September 30, 2014		27,313,677
Thereafter		297,642,448
Total	$	468,845,794

12.	NOTES PAYABLE

	September 30, 2009		June 30, 2009
	(Unaudited)

Bank acceptance notes	$	3,525,250	$	3,521,542

Notes payable were issued to the Company’s contractors through China Minsheng Banking Corp., Ltd. during the period ended June 30, 2009. The notes are interest free and due in six months. Restricted cash of $3,554,500 collateralizes the notes at September 30, 2009.

F-22

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

13.	DEFERRED REVENUE

	September 30, 2009			June 30, 2009
	(Unaudited)

Deferred revenue	$	15,905,434		$	16,040,024
Imputed interest discount		(9,337,220	)		(9,459,018	)
Total		6,568,214			6,581,006
Less: current portion		80,464			78,803

Long-term portion	$	6,487,750		$	6,502,203

The Company rents four gas stations to Petro China Company Limited Pingdingshan Branch (“PCCL”) 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 three months three months ended Setember 30, 2009 and 2008 was $151,403 and $151,142 respectively. The imputed interest for the three months ended September 30, 2009 and 2008 was $131,691 and $132,922, respectively.

14.	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 ASC 740-10 (formerly FASB Interpretation No. 48, Accounting for Uncertainty in 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. ASC 740-10 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. As of September 30, 2009, the Company did not have a liability for unrecognized tax benefits.

F-23

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

14.	INCOME TAX (CONTINUED)

Income tax expense is summarized as follows:

	Three months ended September 30,
	2009		2008
	(Unaudited)		(Unaudited)
Current	$	3,405	$	57,988
Deferred		1,048,770		1,150,778
Income tax expense	$	1,052,175	$	1,208,766

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:

	Three months ended September 30,
	2009 (Unaudited)		2008 (Unaudited)
Computed “expected” expense	$	996,670	$	1,208,766
Permanent differences		55,505		-
Income tax expense	$	1,052,175	$	1,208,766

F-24

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

14.	INCOME TAX (CONTINUED)

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

	September 30, 2009 (Unaudited)			June 30, 2009

Current portion:
G&A expenses	$	379,118		$	349,858
Road maintenance costs		214,306			438,142
Other expenses		125,875			125,742
Net operating loss		413,565			413,130
Total deferred tax assets		1,132,864			1,326,872

Sales cut-off		(1,163,210	)		(999,885	)
Interest income		(7,404,372	)		(7,478,740	)
Interest expense		(1,003,862	)		(533,679	)
Consulting fees		(64,162	)		(124,968	)
Other expenses		(44,255	)		(41,728	)
Total deferred tax liabilities		(9,679,861	)		(9,179,000	)

Net deferred tax liabilities	$	(8,546,997	)	$	(7,852,128	)

Non-current portion:
Rental income	$	107,251		$	112,064
Capitalized interest		2,236,459			2,234,106
Amortization		1,739,938			1,613,390
Bad debts		2,694,659			2,691,824
Total deferred tax assets		6,778,307			6,651,384

Depreciation		(2,410,387	)		(1,925,734	)
Total deferred tax liabilities		(2,410,387	)		(1,925,734	)

Net deferred tax assets	$	4,367,920		$	4,725,650

F-25

CHINA INFRASTRUCTURE INVESTMENT CORPORATION

(FORMERLY LEARNING QUEST TECHNOLOGIES, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 (UNAUDITED)

15.	CONTINGENCIES

Litigation:

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 by the cement factory as collateral for loans from Pingdingshan Suburb Huancheng Credit Corporation (“PSHCC”). Pingdingshan No. 3 Cement Factory went bankrupt and PSHCC who 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 PSHCC $485,851. The amount was paid in August 2006. 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 PSHCC was rejected. Currently, the Company is in the progress of pursuing receipt of the amount paid. While during the pursuing progress, PSHCC appealed such final judgment to Henan Higher Court and is waiting for the judgment. No receivable for the contingency was recorded as of September 30, 2009 or June 30, 2008.

16.	CONTRIBUTED CAPITAL

Contributed capital, included in additional paid-in capital, represents the debt forgiveness from a shareholder of the Company. One of the Company’s shareholders, Long Triumph Investments Limited (“LTII”) paid certain expenses on behalf of the Company. The debt associated with such expenses were forgiven by LTII for the three months ended September 30, 2009.

17.	SUBSEQUENT EVENT

In preparing the unaudited condensed consolidated financial statements, the Company has evaluated all subsequent events and transactions for potential recognition or disclosure through November 13, 2009, the date the unaudited condensed consolidated financial statements were issued.

F-26

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 is based upon and should be read in conjunction with our consolidated financial statements and their 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 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. 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.

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

Enterprise Strategy

Henan is the 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 intends to seize the current historic opportunity of rapid development of infrastructure in China and Henan. We believe that this will rapidly strengthen and expand the Company’s place in infrastructure industries. This should 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 increase.

Significant Accounting Policies and Estimates

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.

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This section should be read together with the Summary of Significant Accounting Policies included as Note 2 to the 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 September 30, 2009 and 2008.

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Depreciation of Toll Road Infrastructures

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 September 30, 2009 and 2008.

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 September 30, 2009 and 2008.

Recent Accounting Pronouncements

In December 2008, the Financial Accounting Standards Board (“FASB”) approved ASC 715-20 (formerly FSP No. FAS 132(R)-1, Employers’ Disclosures about Postretirement Benefit Plan Assets, which provides guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan. These disclosures include how investment allocation decisions are made, information about major categories of plan assets, significant concentrations of risks within plan assets, and fair value measurements of plan assets. Our effective date is June 30, 2009. The adoption of ASC 715-20did not have an impact on the Company’s financial statements.

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Results of Operations

Results of Operations for the Three (3) Months Ended September 30, 2009 Compared to the Three (3) Months Ended September 30, 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 Months Ended September 30 (Unaudited)				Three Months Ended September 30 (Unaudited)
	2009		2008		2009			2008

Revenues	$	13,578,529	$	15,438,407		100	%		100	%
Operating costs		1,277,504		1,209,211		9.4	%		7.8	%
Depreciation and amortization		1,888,533		2,104,615		13.9	%		13.6	%
Gross profit		10,412,492		12,124,581		76.7	%		78.5	%

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	Three Months Ended September 30 (Unaudited)				Three Months Ended September 30 (Unaudited)
	2009		2008		2009			2008

General and administrative expenses		1,368,500		1,345,248		10.1	%		8.7	%
Income from operations		9,043,992		10,779,333		66.6	%		69.8	%
Interest expense, net		5,340,260		6,510,594		39.3	%		42.2	%
Other income, net		282,949		256,212		2.1	%		1.7	%
Income from operations before income taxes		3,986,681		4,524,951		29.4	%		29.3	%
Income tax expense	$	1,052,175	$	1,208,766		7.8	%		7.8	%
Net income	$	2,934,506	$	3,316,185		21.6	%		21.5	%

Revenues

Our revenues are derived from the operation of the Expressway. Our revenues decreased by approximately $1.8 million, or 12.0%, from approximately $15.4 million for the three months ended September 30, 2008 to approximately $13.6 million for the three months ended September 30, 2009. The decrease was mainly due to the following factors: (1) the decrease in the traffic volume due to competition from other toll highways and toll-free interstate roads in the nearby areas; and (2) beginning in the second half of 2009, the government began to penalize coal vehicles for over-loading. As a result, the average weight of passing coal vehicles on the Expressway decreased by approximately 5 tons. Since the Company calculates the tolls of commercial vehicles based on gross weight, revenue decreased during the three months ended September 30, 2009 by 12.0% compared to the three months ended September 30, 2008.

On the other hand, the converted average daily traffic volume increased 3,190 units from 11,784 during the three months ended June 30, 2009 to 14,974 units for the quarter ended September 30, 2009. Management believes that this increased traffic volume, together with the emerging recovery of the Chinese economy indicates an upward trend in traffic volume which will continue to increase in the foreseeable future.

Operating Costs

Our operating costs mainly represent the road maintenance costs, road management costs, direct construction costs and labor costs associated with toll operations. For the three months ended September 30, 2009, our operating costs gradually increased by approximately $0.1 million, or 5.6%, to approximately $1.3 million, compared to approximately $1.2 million for the three months ended September 30, 2008.

Depreciation and Amortization

Our total depreciation and amortization related to toll operations decreased by approximately $0.2 million, or 10.3%, from approximately $2.1 million for the three months ended September 30, 2008 to approximately $1.9 million for the three months ended September 30, 2009.

Depreciation of toll road infrastructures is calculated to write-off such cost on a units-of-usage basis. The Company 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.

The calculated depreciation for the three months ended September 30, 2009 decreased from the three months ended September 30, 2008 as a result of the reduction in actual traffic volume using the units-of-usage basis for those periods.

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Gross Profit

Our gross profit decreased by approximately $1.7 million, or 14.1%, from approximately $12.1 million for the three months ended September 30, 2008 to approximately $10.4 million for the three months ended September 30, 2009. Such gross profit decrease is primarily due to the decrease in our revenues.

Gross profit as a percentage of revenues decreased from 78.5% for the three months ended September 30, 2008 to 76.7% for the three months ended September 30, 2009.

General and Administrative Expenses

Our general and administrative expenses mainly represent employee payroll and welfare, traveling expenses, vehicle gasoline and maintenance costs, entertainment expenses, consulting fees, provisions for doubtful accounts, depreciation and miscellaneous taxes. General and administrative expenses were consistent during the three months ended September 30, 2009 and 2008.

Interest Expense, Net

Net interest expense decreased by approximately $1.2 million, or 18.0%, from approximately $6.5 million for the three months ended September 30, 2008 to approximately $5.3 million for the three months ended September 30, 2009. This decrease is primarily due to the decreased interest rate of our loans. The People’s Bank of China decreased the benchmark of the interest rate for long term loans over five years from 7.83% for the three months ended September 30, 2008 to 5.94% for the three months ended September 30, 2009. Accordingly, our lenders decreased their interest rates to some degree.

Income Tax Expense

Income tax expense decreased by approximately $0.1 million, or 13.0%, from approximately $1.2 million for the three months ended September 30, 2008 to approximately $1.1 million for the three months ended September 30, 2009, as a result of the decrease in our income from operations. Our effective tax rate was 26% and 27% for the three months ended September 30, 2009 and 2008, respectively.

Net Income

Our net income decreased by approximately $0.4 million, or 11.5%, from approximately $3.3 million for the three months ended September 30, 2008 to approximately $2.9 million for the three months ended September 30, 2009. This decrease is primarily due to the decrease in our revenues.

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 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:

	Three Months Ended September 30
	2009			2008
Net cash provided by operating activities	$	4,379,945		$	3,342,240
Net cash used in investing activities		2,856,123			1,185,493
Net increase in cash and cash equivalents		1,523,822			2,156,742
Effect of exchange rate changes on cash		(23,957	)		(190,688	)
Cash and cash equivalents at beginning of period		1,614,260			5,769,344

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	Three Months Ended September 30
	2009		2008
Cash and cash equivalents at end of period	$	3,114,125	$	7,735,398

Operating Activities

Net cash provided by operating activities was approximately $4.4 million for the three months ended September 30, 2009, as compared to $3.3 million for the three months ended September 30, 2008. This increase is mainly due to the fact that we collected more accounts receivable during the three months ended September 30, 2009 as compared with the same period in 2008.

Investing Activities

Net cash used in investing activities was approximately $2.9 million for the three months ended September 30, 2009 as compared to approximately $1.2 million for the three months ended September 30, 2008. This increase is mainly due to the following: (a) We issued a new note to our related party Henan Hairun Trade Co., Ltd. in the principal amount of approximately $1.5 million; and (b) we settled a payable of approximately $1.3 million with our contractors during the three months ended September 30, 2009, as compared to approximately $0.2 million for the three months ended September 30, 2008, partially offset by a decrease in capital expenditures of approximately $0.8 million during the period ended September 30, 2009.

Working Capital

Our working capital decreased by approximately $102.5 million from approximately $120.5 million as of June 30, 2009 to approximately $18.0 million as of September 30, 2009. This was primarily due to a decrease in notes receivable from a related party, an advance to a related party and other current assets of approximately $72.2 million, $32.7 million and $0.3 million, respectively, and an increase in deferred taxes liabilities of approximately $0.7 million, partially offset by an increase in cash and cash equivalents and accounts receivable of approximately $1.5 million and $0.2 million, respectively, and a decrease in other payables and accrued liabilities and payables to contractors of approximately $0.2 million and $1.3 million, respectively.

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. From time to time, the Company may explore new expansion opportunities and funding sources from which our management may consider seeking external funding and financing.

Capital Expenditures

We made capital expenditures of approximately nil ($0) and $1.0 million for the three months ended September 30, 2009 and 2008, respectively. Capital expenditures principally consisted of toll road infrastructures, toll stations and ancillary facilities, communication and monitoring equipment 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. We have no current plans to construct or invest in any new toll road companies at this time.

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.

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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 4. 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

In the normal course of business, we are named as 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. As of the date hereof, there is no outstanding litigation with the Company except as set forth below.

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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 September 30, 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

On September 27, 2009, the Company executed a non-binding letter of intent pursuant to which the Company shall purchase at least 51% of Tai Ao Expressway Co. Ltd., a company related to the Company through a common shareholder. The consideration for such purchase will be settled first with a credit to Xinyang, and then the remainder in cash. If the Company successfully negotiates with Tai Ao’s shareholders, the consideration will be determined in accordance with the audited net assets of Tai Ao at the purchase date. If the Company consummates such transaction, Tai Ao would become a subsidiary of the Company and as a result, the note issued and the advance made by the Company to Tai Ao would be eliminated in the consolidated financial statements of the Company. This transaction is expected to be accounted for as an acquisition of a company under common control.

ITEM 6. EXHIBITS

(a) Exhibits

EXHIBIT NO.	DESCRIPTION	LOCATION

3.1	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.

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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.
3.6	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 Commerical 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.

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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 Commerical 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.
14.1	Code of Ethics	Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2008
16.1	Auditor Letter	Incorporated by reference to the Company’s Annual Report on Form 10-K 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

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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: November 13, 2009	By:	/s/ Li Xipeng
		Name:Li Xipeng
		Chief Executive Officer, Principal Executive
		Officer and Chairman of the Board

Date: November 13, 2009	By:	/s/ Zhang Chunxian
		Name:Zhang Chunxian
		Chief Financial Officer, Principal Financial and
		Accounting Officer and Director

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