-----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, G9cuI11vEO83UlheE0QQ4GQpWXaTDoXI14VmHifVdsbr81yV2it7ITzFwPCFLzwL txZSjbc65xugo+1aoK7LNg== 0001116502-03-001582.txt : 20030818 0001116502-03-001582.hdr.sgml : 20030818 20030818142046 ACCESSION NUMBER: 0001116502-03-001582 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030818 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: 03852654 BUSINESS ADDRESS: STREET 1: 1000 BRICKELL AVENUE STREET 2: SUITE 900 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-810-2898 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 yang-10q.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, 2003 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) 999 Brickell Avenue, Suite 600 Miami, Florida 33131 (Address of principal executive offices) (305) 810-2898 (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, 2003 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, 2003 (Unaudited) and December 31, 2002 3 Condensed Statement of Operations for the Three Months Ended June 30, 2003 and 2002 (Unaudited) 4 Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31, 2003 and 2002 (Unaudited) 5 Condensed Statement of Cash Flow for the Three Months Ended June 30, 2003 and 2002 (Unaudited) 6 Notes to Condensed Financial Statements 7-10 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11 ITEM 3 CONTROLS AND PROCEDURES 11 PART II - OTHER INFORMATION 12-13 SIGNATURE PAGE 14 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) CONDENSED BALANCE SHEETS 6/30/03 12/31/02 -------- -------- (Unaudited) (Audited) ASSETS Cash $ 61 $ 6 -------- -------- Total Assets $ 61 $ 6 ======== ======== 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 34,019 28,659 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 (83,961) (78,656) -------- -------- Total Shareholders' Equity 61 6 -------- -------- Total Liabilities and Shareholders' Equity $ 61 $ 6 ======== ======== 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, 2003 and 2002 (Unaudited) 2003 2002 ------------ ------------ Revenues $ 0 $ 0 ------------ ------------ Total Revenues 0 0 ------------ ------------ Expenses: Professional fees and expenses 945 3,060 Other 30 20 ------------ ------------ Total Expenses 975 3,080 ------------ ------------ Net Loss $ (975) $ (3,080) ============ ============ 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, 2003 and 2002 (Unaudited) 2003 2002 ------- ------- Shareholders' Equity: Beginning of period $ 776 $ 26 Additions Shareholder contributions 260 3,120 Deductions Net loss for the three months ended June 30, 2003 and 2002 (Additional deficit accumulated during the development stage) (975) (3,080) ------- ------- Ending balance at end of period $ 61 $ 66 ======= ======= 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, 2003 and 2002 (Unaudited) 2003 2002 ------- ------- CASH FLOW FROM OPERATING ACTIVITIES Net loss $ (975) $(3,080) ------- ------- Net cash used by operating activities (975) (3,080) CASH FLOW FROM INVESTING ACTIVITIES Shareholders' contribution to paid in capital 260 3,120 ------- ------- CASH FLOW FROM FINANCING ACTIVITIES 0 0 ------- ------- NET INCREASE (DECREASE) IN CASH (715) 40 ------- ------- Cash - Beginning of Period 776 26 ------- ------- Cash - End of Period $ 61 $ 66 ======= ======= See Accompanying Notes to Condensed Financial Statements 6 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Business Activity Yang Holding Company ("we" or the "Company") was organized under the laws of he State of Florida on July 25, 1991, as National Advertising Group, Inc. The Company is a development stage entity, and has not yet commenced business operations. The Company intends to acquire an operating entity, however, the company has not yet targeted an acquisition. Loss Per Share Loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during each period. The weighted average number of common shares has been retroactively adjusted to reflect the 1 for 10 reverse split accepted in April 1997, the 1 for 20 reverse split approved in February 1999 and the 100 for 1 forward split effected in April 1999. The Company has no dilutive securities. Use of 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. Income taxes The Company accounts for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes". Accordingly, deferred income would be provided to show the effect of temporary differences between the recognition of revenue and expenses for financial and income tax reporting purposes and between the tax basis of assets and liabilities and their reported amounts in the financial statements. RECENT ACCOUNTING PRONOUNCEMENTS FASB NO. 141, "BUSINESS COMBINATIONS" In June 2001, the Financial Accounting Standards Board ("FASB")issued Statement No. 141, "Business Combinations". This Statement replaces Accounting Principles Board ("APB") Opinion No.16, "Business Combinations" and SFAS 38, "Accounting for Preacquisition Contingencies of Purchased Enterprises". All business combinations in the scope of this statement are to be accounted for using the purchase method. The single method approach used in this statement reflects the conclusion that virtually all business combinations are acquisitions and, thus, all business combinations should be accounted for in the same way that other asset acquisitions are accounted based on the values exchanged. This Statement does not change many of the provisions of Opinion 16 and Statement 38 related to the application of the purchase method. The provisions of this Statement apply to all business combinations initiated after June 30, 2001, and all business combinations accounted for by the purchase method for which the date of acquisition is July 1, 2001 or later. FASB 141 did not affect the Company's financial statements. 7 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) FASB NO. 142, "GOODWILL AND OTHER INTANGIBLE ASSETS" In July 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 addresses financial accounting and reporting for intangible assets acquired individually or with a group of assets (but not those acquired in a business combination) at acquisition. This Statement also addresses financial accounting and reporting for goodwill and other intangible assets subsequent to their acquisition. The provisions of this Statement are required for fiscal years beginning after December 15, 2001. This Statement is required to be applied at the beginning of an entity's fiscal year and to be applied to all goodwill and other intangible assets recognized in its financial statements at that date. Impairment losses for goodwill and definite-lived intangible assets that arise due to initial application of this Statement are to be reported as resulting from a change in accounting principle. SFAS No. 142 did not impact the Company's financial position or results of operations. FASB NO. 143, "ACCOUNTING FOR ASSET RETIREMENT OBLIGATIONS" In July 2001, the FASB issued Statement No. 143, "Accounting for Asset Retirement Obligations". This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. This Statement requires that the fair value of a liability for an asset requirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset requirement costs are capitalized as part of the carrying amount of the long-lived asset and subsequently allocated to expense using a systematic and rational method. Adoption of this Statement is required for fiscal years beginning after June 15, 2002. The adoption of Statement No. 143 is not expected to materially affect the Company's financial statements. FASB NO. 144, "ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS" In October 2001, the FASB issued Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". This Statement supersedes Statement No. 121 but retains many of its fundamental provisions. The Statement also establishes a single accounting model, based on the framework established in Statement No. 121, for long-lived assets to be disposed of by sale. Additionally, the Statement resolves significant implementation issues related to Statement No. 121. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The provisions of Statement No. 144 are not expected to materially affect the Company's financial statements. FASB NO. 145, "RESCISSION OF FASB STATEMENTS NOS. 4, 44 AND 64, AMENDMENT OF FASB STATEMENT NO. 13, AND TECHNICAL CORRECTIONS". In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements Nos. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections". This Statement, among other things, requires that gains and losses related to extinguishment of debt be classified as extraordinary items only if they meet the criteria in Opinion No. 30. The provision of Statement No. 145 related to the rescission of Statement No. 4 should be applied in fiscal years beginning after May 15, 2002. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented, that does not meet the criteria in Opinion No. 30 for classification as an extraordinary item, should be reclassified. The provisions of Statement No. 145 are not expected to materially affect the Company's financial statements. 8 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) FASB NO. 146, "ACCOUNTING FOR COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES" In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities". This Statement addresses financial accounting and reporting for costs associated with exit or disposal activities and replaces Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)". This Statement is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. The effect of adopting SFAS No. 146 is not expected to have a material impact on the Company's financial position or results of operations. FASB No. 148 "Accounting for Stock-Based Compensation Transition and Disclosure" In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation Transition and Disclosure". SFAS No. 148 does not alter the provisions of SFAS 123, nor does it require stock-based compensation to be measured under the fair-value method. Rather, SFAS 148 provides alternative transition methods to companies that elect to expense stock-based compensation using the fair-value approach under SFAS No. 123. The adoption of SFAS 148 is not expected to affect the Company's financial position or results of operations. NOTE 2. COMMON STOCK Effective February 1, 1999, the Company accepted a 1 for 20 reverse split of its common stock and effective April 10, 1997, the Company accepted a 1 for 10 reverse split of its common stock. Effective April 22, 1999, the Company filed Articles of Amendment, which increased its capitalization to 200,000,000 shares of common stock. In addition, effective April 22, 1999, the Company forward split their issued and outstanding common stock 100 for 1. As reflected in the statement of stockholders' equity, the Company issued 7,519,700 shares in 1993, 8,380,000 shares in 1995, 9,060,030 shares in 1997 and 30 shares in 1999 for various services rendered. NOTE 3. INCOME TAXES At June 30, 2003, the Company has available approximately $83,961 of net operating losses. The Company has provided a valuation allowance to fully offset those tax benefits that might be recognized in the future, due to the uncertainty of their utilization. These losses begin expiring in 2020. Deferred income tax assets and liabilities as of June 30, 2003 were approximately as follows: Deferred income tax assets: Net operating losses $33,000 Less valuations allowance (33,000) ------- Net deferred tax assets $ -0- ======= 9 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 3. INCOME TAXES (CONTINUED) The effective tax rate varies from the U.S. Federal statutory tax rate for the Three months ended June 30, 2003 principally due to the following: 2003 ---- U.S. statutory tax rate 35% State, net of federal tax benefit 4 Less: Valuation allowance (39) --- Effective tax rate 0% === NOTE 4. GOING CONCERN As shown in the accompanying financial statements, the Company is in the development stage, have yet to generate operating revenues and will require a significant amount of capital to commence its planned principal operations. As reflected in the accompanying financial statements, the Company has incurred accumulated losses since inception of $83,961 and has raised an insignificant amount of capital. As such, there is no assurance that the Company will be successful in its efforts to raise the necessary capital to commence its planned principal operations. The Company's plans include a merger and a subsequent public offering of common stock; however there is no assurance that the Company will be successful in its efforts to raise capital or to obtain a business combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. 10 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, 2003, commenced active business operations. As of June 30,2003 the Registrant had assets in the amount of $61, no liabilities, and the total Shareholders' Equity was $61. 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. ITEM 3: CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c)) within 90 days prior to the filing of this report, have concluded that, based on such evaluation, our disclosure controls and procedures were adequate and effective to ensure that material information relating to us, including our consolidated subsidiaries, was made known to them by others within those entities, particularly during the period in which this Quarterly Report on Form 10-QSB was being prepared. Changes in Internal Controls. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, nor were there any significant deficiencies or material weaknesses in our internal controls. Accordingly, no corrective actions were required or undertaken. 11 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 Exhibit 31 Certification as adopted pursuant to Section 302 of the Sarbabes-Oxley Act of 2002. Exhibit 32 Certification pursuant to 10 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 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. 12 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. 13 - -------- 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: August 5, 2003 14 EX-31 3 sect302cert-31.txt CERTIFICATION Exhibit 31 CERTIFICATIONS I, James Chow, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Yang Holding Company (registrant); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. As sole officer of the registrant,I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. As sole officer of the registrant I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. As sole officer of the registrant I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. August 5, 2003 /s/ James Chow - ----------------------------- JAMES CHOW President, Treasurer and Secretary. Principal Financial and Accounting Officer. EX-32 4 sect906cert-32.txt CERTIFICATION Exhibit 32 CERTIFICATIONS CERTIFICATION PURSUANT TO 10 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Yang Holding Company ("the Company") on Form 10-Q for the period ended June 30, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report), I. James Chow, Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Act of 1934; and (2) The information contained in the Report fairly presents, in all Material respects, the financial condition and result of operation of the Company. /s/ James Chow - ------------------------------- James Chow President, Treasurer and Secretary. Principal Financial and Accounting Officer. August 5, 2003 -----END PRIVACY-ENHANCED MESSAGE-----