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 March 31, 2000
Commission File Number: 0-19505
YANG HOLDING COMPANY
(exact name of registrant as specified in its charter)
FLORIDA 65-274107
(State or other jurisdiction of (IRS Employer I.D. No.)
Incorporation of organization)
2666 TIGERTAIL AVENUE, SUITE 104 MIAMI, FLORIDA 33133
(Address of principal executive offices)
(305) 535-9700
(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 March 31, 2000 there were 50,003,000 shares of Common Stock outstanding
-2-
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
Condensed Balance Sheets as of March 31, 2000 (Unaudited) and
December 31, 1999 4
Condensed Statement of Operations for the Three Months Ended
March 31, 2000 and 1999 (Unaudited) 5
Condensed Statement of Changes in Shareholders' Equity for the
Three Months Ended March 31, 2000 (Unaudited) and the Year
Ended December 31, 2000 6
Condensed Statement of Cash Flow for the Three Months Ended
March 31, 2000 and March 31, 1999 (Unaudited) 7
Notes to Condensed Financial Statements 8-9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
PART II - OTHER INFORMATION 11-12
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: May 23, 2000
-3-
<PAGE>
YANG HOLDING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEET
March 31, 2000 and December 31, 1999
<TABLE>
<CAPTION>
3/31/00 12/31/99
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
Organizational costs $ 70 $ 70
Less accumulated amortization (70) (70)
--------------- ------------
Total Assets $ 0 $ 0
--------------- ------------
LIABILITIES AND SHAREHOLDERS' EQUITY
(DEFICIENCY IN ASSETS)
Liabilities:
Accrued expenses $ 0 $ 0
--------------- ------------
Shareholders' Equity:
Common Stock, par value $0.001 per share;
200,000,000 shares authorized,
50,003,000 shares issued and outstanding in 1999 50,003 50,003
Additional Paid-In Capital 11,313 11,313
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 (61,316) (61,316)
--------------- ------------
Total Shareholders' Equity 0 0
--------------- ------------
Total Liabilities and Shareholders' Equity $ 0 $ 0
=============== ============
</TABLE>
See Accompanying Notes to Condensed Financial Statements
-4-
<PAGE>
YANG HOLDING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF OPERATIONS
For the three months ended March 31, 2000 and 1999
(Unaudited)
2000 1999
Revenues $ 0 $ 0
------------- ------------
Total Revenues $ 0 $ 0
============= ============
Expenses:
Professional fees and expenses $ 0 $ 1,217
------------- -------------
Total Expenses $ 0 $ 1,217
------------- -------------
Net Loss $ (0) $ (1,217)
============= ============
See Accompanying Notes to Condensed Financial Statements
-5-
<PAGE>
YANG HOLDING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the three months ended March 31, 2000 and the year ended December 31, 1999
(Unaudited) (Audited)
2000 1999
Shareholders' Equity:
Beginning of period $ 50,003 $10,000
Additions
Stock split 100 for 1 0 49,503
Deductions
Reverse split 1 for 20 (9,500)
Net loss for the three months
ended March 31, 2000 and the
year ended December 31, 1999 0 0
--------- ---------
Ending balance at end of period $ 50,003 $ 50,003
========= =========
See Accompanying Notes to Condensed Financial Statements
-6-
<PAGE>
YANG HOLDING COMPANY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENT OF CASH FLOW
For the three months ended March 31, 2000 and 1999
(Unaudited)
2000 1999
CASH FLOW FROM OPERATING ACTIVITIES
Net loss $ (0) $ (1,217)
Adjustment to reconcile net loss to
Net cash used by operating activities:
Decrease in accrued expenses $ (0) $ (1,500)
-------- ---------
Net cash used by operating activities $ (0) $ (2,717)
CASH FLOW FROM INVESTING
ACTIVITIES $ 0 $ 0
-------- ---------
Shareholders' contribution to paid in capital $ 0 $ 2,717
-------- ---------
CASH FLOW FROM FINANCING
ACTIVITIES $ 0 $ 0
-------- ---------
NET INCREASE (DECREASE) IN CASH $ 0 $ 0
-------- ---------
Cash - Beginning of Period $ 0 $ 0
-------- ---------
Cash - End of Period $ 0 $ 0
======== =========
See Accompanying Notes to Condensed Financial Statements
-7-
<PAGE>
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 (formerly National Advertising Group, Inc.) (the Company)
was organized under the laws of the State of Florida on July 25, 1991. The
Company is a development stage entity, which has not yet commenced business
operations. The Company intends to acquire an operating entity, however, it has
not yet targeted an acquisition.
BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of Yang Holding
Company presented herein do not include all disclosures required by generally
accepted accounting principles for complete financial statements. In the opinion
of management these financial statements include all adjustments necessary for a
fair presentation of the results of interim periods.
The interim condensed financial statements should be read in conjunction with
the financial statements and footnotes that are included in the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission April 12,
2000..
RECAPITALIZATION
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.
In connection with the recapitalization, $40,003 was transferred from paid in
capital to common stock. The accompanying condensed financial statements give
effect to the recapitalization.
-8-
<PAGE>
YANG HOLDING COMPANY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, the Company has an
accumulated deficit of $ 61,316 as of March 31, 2000. As a result, the Company
has a deficiency in assets. The management of the Company intends to actively
pursue a business combination through a merger, or an acquisition. The financial
statements do not include any adjustments that might be necessary should the
Company be unable to continue as a going concern.
-9-
<PAGE>
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 March 31,
2000, commenced active business operations. As of March 31, 2000 the Registrant
had no assets or liabilities, and the total Shareholders' Equity was $0.
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.
-10-
<PAGE>
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
27.1 Financial Data Schedule
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.
-11-
<PAGE>
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.
-12-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 50,003
<OTHER-SE> (50,003)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
