-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PK5N/0HsaxFpygfOkfTSP/wLj578u2TOXH658tD2WT3lBHZek1lzUGp9ApUITgrj 2X9eScfguOKzvBcLbe1PEw== 0001116502-02-001026.txt : 20020729 0001116502-02-001026.hdr.sgml : 20020729 20020729101840 ACCESSION NUMBER: 0001116502-02-001026 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020729 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YANG HOLDING CO CENTRAL INDEX KEY: 0000878788 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 650274107 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-19505 FILM NUMBER: 02712707 BUSINESS ADDRESS: STREET 1: 1000 BRICKELL AVENUE STREET 2: SUITE 900 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 3057025512 MAIL ADDRESS: STREET 1: 1000 BRICKELL AVENUE STREET 2: SUITE 900 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL ADVERTISING GROUP INC DATE OF NAME CHANGE: 19931213 10-Q 1 yangholding10q_63002.txt QUARTERLY REPORT FORM 1O-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2002 Commission File Number: 0-19505 YANG HOLDING COMPANY (exact name of registrant as specified in its charter) FLORIDA 65-0274107 (State or other jurisdiction of (IRS Employer I.D. No.) Incorporation of organization) 1000 Brickell Avenue, Suite 900 Miami, Florida 33131 (Address of principal executive offices) (305) 702-5512 (Registrant's telephone number, including area code) Not Applicable (former name, address and former fiscal year, if changed from last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(D) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such short period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS: INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE. As of June 30, 2002 there were 50,003,000 shares of Common Stock outstanding. INDEX PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Condensed Balance Sheets as of June 30, 2002 (Unaudited) and December 31, 2001 3 Condensed Statement of Operations for the Three Months Ended June 30, 2002 and 2001 (Unaudited) 4 Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended June 30, 2002 and 2001 (Unaudited) 5 Condensed Statement of Cash Flow for the Three Months Ended June 30, 2002 and 2001 (Unaudited) 6 Notes to Condensed Financial Statements 7-8 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 PART II - OTHER INFORMATION 10-11 SIGNATURE PAGE 12 2 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS 6/30/02 12/31/01 (Unaudited) (Audited) -------- -------- ASSETS Cash $ 66 $ 18 --------- -------- Total Assets $ 66 $ 18 ========= ======== LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY IN ASSETS) Liabilities $ - $ - --------- --------- Shareholders' Equity: Common Stock, par value $0.001 per share; 200,000,000 shares authorized, 50,003,000 shares issued and outstanding in 2000 50,003 50,003 Additional Paid-In Capital 28,467 23,815 Preferred Stock, par value $.10 per share; 1,000,000 shares authorized, no shares issued and outstanding 0 0 Deficit accumulated during the development stage (78,404) (73,800) -------- -------- Total Shareholders' Equity 66 18 -------- -------- Total Liabilities and Shareholders' Equity $ 66 $ 18 ======== ======== See Accompanying Notes to Condensed Financial Statements 3 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF OPERATIONS For the three months ended June 30, 2002 and 2001 (Unaudited) 2002 2001 ------- ------- Revenues $ 0 $ 0 ------- ------- Total Revenues 0 0 ------- ------- Expenses: Professional fees and expenses 3,060 2,500 Taxes and licenses - 150 Other 20 - ------- ------- Total Expenses 3,080 2,650 ------- ------- Net Loss $ (3,080) $ (2,650) ======== ======== Weighted average loss per share (Note 1) ($.000) ($.000) Shares used in the calculation of basic & diluted net loss per share 50,003,000 50,003,000 See Accompanying Notes to Condensed Financial Statements 4 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY For the three months ended June 30, 2002 and 2001 (Unaudited) 2002 2001 ------ ------ Shareholders' Equity: Beginning of period $ 26 $ 0 Additions Shareholder contributions 3,120 2,650 Deductions Net loss for the three months ended June 30, 2002 and 2001 (Additional deficit accumulated during the development stage) (3,080) (2,650) ------ ------ Ending balance at end of period $ 66 $ 0 ====== ====== See Accompanying Notes to Condensed Financial Statements 5 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) CONDENSED STATEMENT OF CASH FLOW For the three months ended June 30, 2002 and 2001 (Unaudited) 2002 2001 ------- ------- CASH FLOW FROM OPERATING ACTIVITIES Net loss $ (3,080) $(2,650) ------- ------- Net cash used by operating activities (3,080) (2,650) CASH FLOW FROM INVESTING ACTIVITIES Shareholders' contribution to paid in capital 3,120 2,650 ------- ------- CASH FLOW FROM FINANCING ACTIVITIES 0 0 ------- ------- NET INCREASE (DECREASE) IN CASH 40 0 ------- ------- Cash - Beginning of Period 26 0 ------- ------- Cash - End of Period $ 66 $ 0 ======= ======= See Accompanying Notes to Condensed Financial Statements 6 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity Yang Holding Company (we or the Company) was organized under the laws of the State of Florida on July 25, 1991, as National Advertising Group, Inc. We are a development stage entity, which has not yet commenced business operations. We intend to acquire an operating entity, however, we have not yet targeted an acquisition. Loss Per Share Loss per share is as computed by dividing the net loss by the average number of common shares outstanding during each period. The average number of common shares has been retroactively adjusted to reflect the 1 for 20 reverse split approved in February, 1999 and the 100 for 1 forward split effected in April, 1999. Estimates The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. Recent Accounting Pronouncement SFAS No. 133, ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES requires companies to recognize all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. SFAS No. 133 is effective for all fiscal quarters of fiscal years beginning after June 15, 1999. We have not entered into derivatives contracts either to hedge existing risks or for speculative purposes. Accordingly, we do not expect adoption of the new standard to have a material effect on our financial statements. NOTE 2. COMMON STOCK Effective February 1, 1999, we effected a 1 for 20 reverse split of our common stock. F-8 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 2. COMMON STOCK (continue) Effective April 22, 1999, we filed Articles of Amendment, which increased our capitalization to 200,000,000 shares of common stock. In addition, effective April 22, 1999, we forward split our issued and outstanding common stock 100 for 1. NOTE 3. INCOME TAXES We have not recorded a provision for income taxes in the accompanying financial statements because of the lack of certainty of the realization of the benefit from the net operating losses incurred for tax reporting purposes. At June 30, 2002, we had a net operating loss carryover of approximately $78,404, less a valuation allowance of the same amount. There was an ownership change in the Company during 1997, as defined in Section 382 of the Internal Revenue Code. These changes will materially limit the annual use of our net operating loss carry forward, based upon the change in control. NOTE 4. GOING CONCERN As shown in the accompanying financial statements, we are in the development stage, have yet to generate operating revenues and will require a significant amount of capital to commence our planned principal operations. As reflected in the accompanying financial statements, we have incurred accumulated losses since inception of $78,404 and have raised an insignificant amount of capital. As such, there is no assurance that we will be successful in our efforts to raise the necessary capital to commence our planned principal operations. Our plans include a merger and a subsequent public offering of our common stock; however there is no assurance that we will be successful in our efforts to raise capital or to obtain a business combination. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The Registrant has not, as of the end of the three month period ended June 30, 2002, commenced active business operations. As of June 30, 2002 the Registrant had assets in the amount of $66, no liabilities, and the total Shareholders' Equity was $66. The Registrant has no reasonable basis for comparison with respect to its quarterly financial results in that the Company has not yet commenced its business operations. The recurring professional fees and other costs of complying with filings with the Securities and Exchange Commission, the Internal Revenue Service and others is being funded through contributions to capital by the Company's principal shareholder. 9 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable ITEM 2. CHANGES IN SECURITIES Effective April 22, 1999, the Company filed Articles of Amendment, which increased the Company's capitalization to 200,000,000 shares of common stock. In addition, effective April 22, 1999, the Company forward split its issued and outstanding common stock 100 for 1. The issued and outstanding common stock after the recapitalization consists of 50,003,000 shares, par value $0.001. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K EXHIBITS NONE REPORTS ON FORM 8-K On February 17, 1999 the Company filed a Form 8-K, which is incorporated herein by reference. The Report principally dealt with a change in the corporate name from National Advertising Group, Inc., to Yang Holding Company. 10 PART II - OTHER INFORMATION - (Continued) ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K - (Continued) Additionally, the February 17, 1999 Form 8-K disclosed a reverse split of the outstanding shares of common stock, and the resignation of a director. On April 22, 1999, the Company filed a Form 8-K, which is incorporated herein by reference. The Report principally dealt with the recapitalization of the Company and the forward split of its outstanding shares of common stock. On April 12, 2000 the Company filed a Form 8-K, which is incorporated herein by reference. The Report principally dealt with a change in the Company's Certified Public Accountants, from Dohan and Company, P.A. to Berkovitz and Company, P.A. and states there were no disagreements with Dohan and Company, P.A. On February 22, 2001 the Company filed a Form 8-K, which is incorporated herein by reference. The Report principally dealt with a change in the Company's Certified Public Accountants, from Berkovitz and Company, P.A. to Puritz & Weintraub, LLP and states there were no disagreements with Berkovitz and Company, P.A. 11 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Registrant: YANG HOLDING COMPANY By: /s/ James Chow -------------------------- JAMES CHOW President Date: July 22, 2002 12 -----END PRIVACY-ENHANCED MESSAGE-----