UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1999
Commission file number: 0-19505
YANG HOLDING COMPANY
(Name of small business issuer in its charter)
Florida 65-0274107
(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2666 Tigertail Avenue, Suite 104, Miami, Florida 33133
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (305) 535-9700
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to section 12 (g) of the Act:
Common Stock $.001 par value
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or is 15 (d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation SB is not contained in this form, and no disclosure will he
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]
<PAGE>
The Issuer's revenues for its most recent fiscal year were $0.
The aggregate market value of the voting stock held by non-affiliates was
approximately $0 as of March 31, 2000. The stock was not traded as of March 31,
2000.
The number of shares of common stock outstanding as of March 31, 2000, was
50,003,000.
<PAGE>
Yang Holding Company
F/K/A National Advertising Group, Inc.
Form 10-KSB
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I Page
<S> <C> <C>
ITEM 1. Description of Business 1
ITEM 2. Description of Property 1
ITEM 3. Legal Proceedings 1
ITEM 4. Submission of Matters to a Vote of Security Holders 2
PART II
ITEM 5. Market for Common Equity And related Stockholder Matters 2
ITEM 6. Management's Discussion and Analysis Or Plan of Operation 2
ITEM 7. Financial Statements 2
ITEM 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 2
PART III
ITEM 9. Directors, Executive Officers, Promoters And Control Persons;
Compliance with Section 16 (a) of the Exchange Act 2
ITEM 10. Executive Compensation 3
ITEM 11. Security Ownership of Certain Beneficial Owners and Management 3
ITEM 12. Certain Relationships and Related Transactions 4
ITEM 13. Exhibits and Reports on Form 8-K 4
</TABLE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Yang Holding Company, F/K/A National Advertising Group, Inc. (the Company), a
Florida corporation, was formed in July 1991, primarily to engage in the
telemarketing and sale of business or consumer products. As of the date of this
report, the Company has not commenced active business operations. The Company
intends to commence active operations during the next fiscal year, but there can
be no assurance that it will be able to commence such active operations. The
commencement of active operations is contingent upon the closing on one or more
acquisitions which the Company anticipates considering during the upcoming
fiscal year. As of the date of this report, no definitive agreements have been
reached with any business entity and no target industry has been identified.
Competition
Numerous companies located in South Florida and throughout the United States
will compete vigorously with the Company for target acquisition candidates.
Venture capital companies as well as established corporations and entities, most
of which have greater resources than the Company will vie for such acquisition
candidates.
Personnel
As of March 31,2000, the Company had only one employee, its President, Treasurer
and Secretary, and a director of the Company, James Chow. If a business
combination is consummated, the Company anticipates hiring a staff to
accommodate such business.
Regulatory Matters
The Company does not yet know what business it will enter as this is dependent
on which target acquisition the Company determines to purchase; however all
industries have generally become increasingly regulated in recent years. The
Company is likely to be subject to the various States, Federal. and local laws,
rules, regulations and acts once it commences active business operations.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently occupies space for its headquarters in the office of James
Chow and does so without a lease and with no obligation to pay rent. It is
anticipated that upon the closing of a business combination, the Company will
enter into a lease or purchase property from which it will operate.
ITEM 3. LEGAL PROCEEDINGS
No legal proceedings are pending or known to be threatened against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In the final quarter of the year, no matters were submitted to a vote of
security holders.
1
<PAGE>
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's shares of common stock were not traded during the fiscal year
ended December 31, 1999. The Company does not anticipate the commencement of a
market for its securities until, and unless, a business combination is
consummated. As such, there is no guarantee that the common stock will commence
trading or that any trading will be active.
On March 31, 2000, the approximate number of record holders of the common stock
of the Company was 94.
To date, the Company has not paid any dividends on its common stock and does not
expect to pay any dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of Operations.
As previously disclosed, the Company had no revenues in any fiscal years. During
the upcoming fiscal year, the Company intends to actively pursue a business
combination through either a merger, a reverse merger, or an acquisition. Since
the Company has no assets, the Company will probably issue additional stock if
it is able to consummate a business combination. Until such time as a business
combination is consummated, the Company will incur only minor expenses, such as
its audit fees, and as such it should be able to meet its cash requirements for
the forthcoming fiscal year. The required expenses will be met by additional
capital contributions.
ITEM 7. FINANCIAL STATEMENTS
Reference is made to the financial statements attached hereto, commencing on
page F-1, which are incorporated by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On March 20, 2000, the company changed its independent certified public
accountants to Berkovits & Company, PA. There were no disagreements with the
Company's prior accountant. Dohan and Company audited the Company 1995, 1996,
1997 and 1998 financial statements
PART III
ITEM 9. DIRECTORS, AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth certain information with respect to the Company's
officers, Directors and key employee:
Name Age Positions with the Company
James Chow 42 Director, President, Treasurer,
and Secretary
2
<PAGE>
James Chow was appointed as the Company's President, Treasurer and Secretary on
May 22, 1997. Mr. Chow was also elected to the Board of Directors upon the
resignation of Angel Lorie, Jr. on June 16, 1997. Mr. Chow currently serves as
the sole director and is the sole shareholder of Inter-Global Investments,
Incorporated ("Inter-Global"). The primary business of Inter-Global is financial
consulting and investing. Mr. Chow has been a Certified Public Accountant since
1981. Mr. Chow served from 1996 to 1997 as the Regional Financial Controller to
Miramar Hotel & Investment Co. Ltd., Hong Kong ("Miramar Hotel"). From 1993 to
1996, Mr. Chow served as the financial controller to Nan Hai Hotel, Shenzen,
People's Republic of China, a hotel managed by Miramar Hotel. From 1992 until
1993, Mr. Chow served as the assistant Vice President for Finance and Control
for Miramar Hotel. From 1987 until 1992, Mr. Chow served as a senior auditor for
the accounting firm of Miller, Kaplan, Arase & Company, Los Angeles, California.
All directors hold office until the next annual meeting of shareholders of the
Company or until their successors are elected and qualified. Officers hold
office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors. The Company does not have an executive,
nominating, compensation or audit committee.
Section 16(a) of the Securities Act of 1934 require that the Company's officers,
directors and persons who own more than 10% of the registered class of the
Company's equity securities to file reports of and ownership and changes in
ownership to the Securities Exchange Commission and to furnish the Company with
copy of such filing. The company has determined that no filing is required.
ITEM 10. EXECUTIVE COMPENSATION
There was no executive compensation in 1998 and 1999.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock by each person who,
as of March 8, 2000, held of record, or was known by the Company to own
beneficially more than five percent of the outstanding Common Stock of the
Company, by each Director and officer of the Company and by all Directors and
officers of the Company as a group.
Title of Class Name and Address Amount and Percent of
Of Beneficial Owner Nature of Beneficial Owner Class
- -------------- ------------------- -------------------------- -----
Common James Chow (Inter-Global 45,000,000 shares 90.0%
stock Investments)(1)(2)
Common Magnum Ltd. (3) 2,500,000 shares 5.0%
Stock
Common All directors and officers 45,000,000 shares 90.0%
Stock
(1) All shares are owned directly unless otherwise indicated. Number of shares
was adjusted for stock split effective April 22, 1999. All of Mr.Chow's shares
are owned by Inter-Global Investments, Incorporated, which is a company
controlled by Mr. Chow. Principal address is 2666 Tigertail Avenue, Suite 104,
Miami, Florida 33133.
3
<PAGE>
(2) Mr. James Chow is the President, Treasurer, and Secretary of the Company and
is the sole shareholder of Inter-Global Investments, Incorporated. Mr. Chow is
also a Director of the Company.
(3) Principal address is 1221 Brickell Avenue, Suite 907, Miami, Florida 33131.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There was no transaction with related parties during the previous two years.
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
(3) Registrant's Articles of Incorporation and by-laws are incorporated by
reference to the Registrant's previous filing with the Commission.
(4) Form of Registrant's Common Stock Certificate is incorporated by reference
to the Registrant's previous filing with the Commission.
(27.1) Financial Data Schedule
b. Reports on Form 8-K. A report filed on Form 8-K on March 31, 2000 relating to
the change of accountant is included with this 10-KSB Report.
4
<PAGE>
FINANCIAL STATEMENTS
TABLE OF CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Operations F-4
Statements of Changes in Deficiency in Assets F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7, F-8
F-1
<PAGE>
BERKOVITS & COMPANY, P.A.
CERTIFIED PUBLIC ACCOUNTANTS
8211 WEST BROWARD BOULEVARD, SUITE 340
PLANTATION, FLORIDA 33324
954-475-3199
FAX (954) 472-2308
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders
Yang Holding Company
We have audited the accompanying balance sheet of Yang Holding Company, F/K/A
National Advertising Group, Inc. (a development stage company) as of December
31, 1999, and the related statements of operations, stockholders' equity, and
cash flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit. The statements of
operations, shareholders' equity, and cash flows as of December 31, 1998 of Yang
Holding Company, F/K/A National Advertising Group, Inc. (a development stage
company), were audited by other auditors whose report dated March 12, 1999,
expressed a qualified opinion on those statements regarding an uncertainty as to
the Company's ability to continue as a going concern.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, based on our audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Yang Holding
Company, F/K/A National Advertising Group, Inc. (a development stage company) at
December 31, 1999, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
As more fully discussed in Note 4 to the financial statements, there are
significant matters concerning the Company that raise substantial doubt as to
the ability of the Company to continue as a going concern. Management's plans
with regard to these maters are also described in Note 4 to the financial
statements. The financial statements do not contain any adjustments that might
result from the outcome of this uncertainty.
Berkovits & Company, P.A.
April 6, 2000
F-2
<PAGE>
YANG HOLDING COMPANY
F/K/A NATIONAL ADVERTISING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1999
ASSETS
Organizational costs 70
Less accumulated amortization (70)
Total Assets 0
===========
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.10 per share;
1,000,000 shares authorized, no shares issued 0
Common stock, par value $0.001 per share;
200,000,000 shares authorized,
50,003,000 shares issued and outstanding in 1999 50,003
Additional paid-in capital (Note 2) 11,313
Deficit accumulated during the development stage (61,316)
-----------
Total Stockholders' Equity 0
===========
The accompanying notes are an integral part of these financial statements. The
financial statements should be read in conjunction with the auditor's report.
F-3
<PAGE>
YANG HOLDING COMPANY
F/K/A NATIONAL ADVERTISING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
DECEMBER 31, 1999
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
CUMULATIVE
DURING THE
1999 1998 DEVELOPMENT
STAGE
--------- --------- ---------
Revenues $ 0 $ 0 $ 0
--------- --------- ---------
Expenses
Officer compensation 0 21,157 24,020
Professional fees 7,659 0 37,226
Amortization 0 0 70
--------- --------- ---------
Total Expenses 7,659 21,157 61,316
--------- --------- ---------
Net loss ($ 7,659) ($ 21,157) ($ 61,316)
========= ========= =========
Weighted average loss per share(Note 1) ($0.00015) ($0.00040) ($0.00122)
The accompanying notes are an integral part of these financial statements. The
financial statements should be read in conjunction with the auditor's report.
F-4
<PAGE>
YANG HOLDING COMPANY
F/K/A NATIONAL ADVERTISING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD JANUARY 1, 1993 (DATE OF INCEPTION) TO DECEMBER 31, 1999
<TABLE>
<CAPTION>
DATE TYPE COMMON STOCK AMOUNT ADDITIONAL DEFICIT TOTAL
NUMBER OF PAID-IN ACCUMULATED STOCKHOLDERS'
SHARES CAPITAL EQUITY
- ------------ ---------------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
01/01/93 Issued Stock 1,019,700 $ 1,020 $ 1,020
08/13/93 Issued Stock 6,500,000 $ 6,500 7,520
09/01/94 Stock Repurchase -6,500,000 $ (6,500) 1,020
03/15/95 Issued Stock 8,380,000 $ 8,380 9,400
04/10/97 Reverse Split 1 for 10 -8,459,730 $ (8,460) $ 8,460 9,400
05/01/97 Issued Stock 60,030 $ 60 9,460
05/22/97 Issued Stock 9,000,000 $ 9,000 18,460
1993 Additional Shareholder $ 33,287
1997 Contributions 51,747
Deficit Accumulated Through 1998 $ (53,747) (2,000)
------------ ------------ ------------ ------------ ------------
12/31/98 Balance 10,000,000 $ 10,000 $ 41,747 $ (53,747) (2,000)
02/01/99 Reverse Split 1 for 20 -9,500,000 $ (9,500) $ 9,500 (2,000)
02/01/99 Issued Stock 30 (2,000)
04/22/99 Stock Split 100 for 1 49,502,970 49,503 $ (49,503) (2,000)
1999 Shareholder Contribution $ 9,569 7,569
1999 Net Loss $ (7,569) --
------------ ------------ ------------ ------------ ------------
12/31/99 Balance 50,003,000 $ 50,003 $ 11,313 $ (61,316) --
============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements should be read in conjunction with the auditor's report.
F-5
<PAGE>
YANG HOLDING COMPANY
F/K/A NATIONAL ADVERTISING GROUP, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
DECEMBER 31, 1999
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
CUMULATIVE
DURING THE
1999 1998 DEVELOPMENT
STAGE
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss ($ 7,569) ($21,157) ($61,316)
Adjustment to reconcile net loss
to net cash used by operating activities:
Issuance of common stock for services 16,380
Amortization 70
Increase in other assets (70)
Decrease in accrued expenses (2,000)
-------- -------- --------
Net cash used by operating activities (9,659) (21,157) (44,936)
Cash flow from investing activities
Cash flow from financing activities
Issuance of common stock 1,000
Shareholders' contribution to additional paid-in
capital 9,569 21,157 43,936
-------- -------- --------
Net increase in cash $ 0 $ 0 $ 0
Cash beginning of year $ 0 $ 0 $ 0
Cash end of year $ 0 $ 0 $ 0
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements. The
financial statements should be read in conjunction with the auditor's report.
F-6
<PAGE>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Yang Holding Company, F/K/A 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.
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 in 1998 and since inception have been adjusted
to reflect the 1 for 20 reverse split approved in December, 1998 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.
NOTE 2. COMMON STOCK
Effective February 1, 1999, the Company reversed splits its stock 1 for
20.
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.
F-7
<PAGE>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. INCOME TAXES
The Company has not recorded a provision for income taxes in the
accompanying financial statements because of a lack of certainty of the
realization of the benefit from the net operating losses incurred for
tax reporting purposes.
At December 31, 1999, the Company has a net operating loss carryover of
approximately $61,316, 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 Company's net operating loss carry forward based upon the
change in control.
NOTE 4. GOING CONCERN
As shown in the accompanying financial statements, the Company has an
accumulated deficit of $61,316 as of December 31, 1999. 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, a
reverse 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.
F-8
<PAGE>
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused. This report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: March 20, 2000
YANG HOLDING COMPANY F/K/A National
Advertising Group, Inc.
/s/ JAMES CHOW
-----------------------------------
James Chow
President/Director
S-1
<PAGE>
INDEX TO EXHIBITS
EXHIBITS DESCRIPTION
- -------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31,1999 AND 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<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> 61,313
<OTHER-SE> (12,000)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,569
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (7,569)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,569)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,569)
<EPS-BASIC> 0.0
<EPS-DILUTED> 0.0
</TABLE>
