10-Q 1 yang-10q.txt QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 1O-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended March 31, 2005 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 March 31, 2005 there were 50,003,000 shares of Common Stock outstanding. INDEX PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS Condensed Balance Sheets as of March 31, 2005(Unaudited) and December 31, 2004 3 Condensed Statement of Operations for the Three Months Ended March 31, 2005 and 2004 (Unaudited) 4 Condensed Statement of Changes in Shareholders' Equity for the Three Months Ended March 31, 2005 and 2004 (Unaudited) 5 Condensed Statement of Cash Flow for the Three Months Ended March 31, 2005 and 2004 (Unaudited) 6 Notes to Condensed Financial Statements 7 - 9 ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 PART II - OTHER INFORMATION 11 - 12 SIGNATURE PAGE 13 2 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS 03/31/05 12/31/04 -------- -------- (Unaudited) (Audited) ASSETS Current Assets Cash $ 1 $ 21 -------- -------- Total Current Assets 1 21 -------- -------- Total Assets $ 1 $ 21 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Total Liabilities $ 0 $ 0 -------- -------- STOCKHOLDERS' EQUITY Preferred stock, par value $0.10 per share; 1,000,000 shares authorized, no shares issued 0 0 Common stock, par value $0.001 per share; 200,000,000 shares authorized, 50,003,000 shares issued and outstanding 50,003 50,003 Additional paid-in capital 40,575 40,575 Deficit accumulated during the development stage (90,577) (90,557) -------- -------- Total Stockholders' Equity 1 21 -------- -------- Total Liabilities and Stockholders' Equity $ 1 $ 21 ======== ======== The accompanying notes are an integral part of these financial statements. 3 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF OPERATIONS QUARTERS ENDED March 31, 2005 and 2004 (Unaudited) 2005 2004 ------------ ------------ Revenues $ 0 $ 0 ------------ ------------ Costs and Expenses General and administrative 20 2,698 ------------ ------------ Total Costs and Expenses 20 2,698 ------------ ------------ Net loss $ (20) $ (2,698) ============ ============ Weighted average loss per share $ (0.00) $ (0.00) ============ ============ Shares used in the calculation of basic and diluted net loss per share 50,003,000 50,003,000 ============ ============ The accompanying notes are an integral part of these financial statements. 4 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENTS OF STOCKHOLDERS' EQUITY FOR THE PERIOD JANUARY 1, 1993 (DATE OF INCEPTION) TO March 31, 2005 (Unaudited)

Additional Accumulated Common Stock Paid-In During the Date Type No. of Shares Amount Capital Dev. Stage Total ---- ---- ------------- -------- ---------- ----------- -------- 01/01/1993 Issued Stock 1,019,700 $ 1,020 -- -- 1,020 08/13/1993 Issued Stock 6,500,000 6,500 -- -- 6,500 09/01/1994 Stock Repurchase (6,500,000) (6,500) -- -- (6,500) 03/15/1995 Issued Stock 8,380,000 8,380 -- -- 8,380 04/10/1997 Reverse Split 1 for 10 (8,459,730) (8,460) 8,460 -- -- 05/01/1997 Issued Stock 60,030 60 -- -- 60 05/22/1997 Issued Stock 9,000,000 9,000 -- -- 9,000 1993 Additional Shareholder -- -- 33,287 -- 33,287 Deficit Accumulated Through 1998 -- -- (53,747) -- (53,747) ---------- -------- -------- -------- -------- Balance, year ended December 31, 1998 10,000,000 10,000 41,747 (53,747) (2,000) 02/01/1999 Reverse Split 1 for 20 (9,500,000) (9,500) 9,500 -- -- 02/01/1999 Issued Stock 30 -- -- -- -- 04/22/1999 Stock Split 100 for 1 49,502,970 49,503 (49,503) -- -- 1999 Net Loss -- -- -- (7,569) (7,569) 1999 Shareholder Contribution -- -- 9,569 -- 9,569 ---------- -------- -------- -------- -------- Balance, year ended December 31, 1999 50,003,000 50,003 11,313 (61,316) -- 2000 Shareholder Contribution -- -- 7,234 -- 7,234 2000 Net Loss -- -- -- (7,234) (7,234) ---------- -------- -------- -------- -------- Balance, year ended December 31, 2000 50,003,000 50,003 18,547 (68,550) -- 2001 Shareholder Contribution -- -- 5,268 -- 5,268 2001 Net Loss -- -- -- (5,250) (5,250) ---------- -------- -------- -------- -------- Balance, year ended December 31, 2001 50,003,000 50,003 23,815 (73,800) 18 2002 Shareholder Contribution -- -- 4,844 -- 4,844 2002 Net Loss -- -- -- (4,856) (4,856) ---------- -------- -------- -------- -------- Balance, year ended December 31, 2002 50,003,000 50,003 28,659 (78,656) 6 2003 Shareholder Contribution -- -- 5,790 -- 5,790 2003 Net Loss -- -- -- (5,573) (5,573) ---------- -------- -------- -------- -------- Balance, year ended December 31, 2003 50,003,000 50,003 34,449 (84,229) 223 ~~Six~~2004 Shareholder Contrib -- -- 6,126 -- 6,126 2004 Net Loss -- -- -- ( 6,328) (6,328) ---------- -------- -------- -------- -------- Balance December 31, 2004 50,003,000 $ 50,003 $ 40,575 $(90,557) $ 21 Three mos ended 0603/3031/0405 Shareholder Contrib -- -- ~~5,550~~-- -- ~~5,550~~-- ~~Six~~Three mos ended 0603/3031/0405 Net Loss -- -- -- ( ~~5,480~~20) (~~5,480~~20) ---------- -------- -------- -------- -------- Balance ~~June~~September 30, 2004 50,003,000 $ 50,003 $ 3940,~~999~~575 $(8990,~~709~~577) $ ~~293~~1 ========== ======== ======== ======== ========

The accompanying notes are an integral part of these financial statements. 5 YANG HOLDING COMPANY (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS QUARTERS ENDED MARCH 31, 2005 AND 2004 (Unaudited) 2005 2004 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (20) $(2,698) Adjustment to reconcile net loss to net cash (used) by operating activities: -- -- ------- ------- Net cash used by operating activities (20) (2,698) Cash flow from investing activities -- -- Cash flow from financing activities Shareholders' additional capital -- 2,530 ------- ------- Net cash provided by financing activities -- 2,530 ------- ------- Net increase (decrease) in cash $ (20) $ (168) Cash beginning of period 21 223 ------- ------- Cash end of year $ 1 $ 55 ======= ======= The accompanying notes are an integral part of these 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 the State of Florida on July 25, 1991, as National Advertising Group, Inc. The Company, which is in the development stage, 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 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 PRONOUNCEMENTS In January 2003, the FASB issued Interpretations No. 46, "Consolidation of Variable Interest Entities". FIN No. 46 addresses consolidation by business enterprises of variable interest entities (formerly special purpose entities or "SPEs"). The Company does not have any variable interest entities as defined by FIN No. 46. 7 FASB No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities" In April 2003, the FASB issued Statement No. 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities". This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under Statement No. 133, "Accounting for Derivatives Instruments and Hedging Activities." The provisions of this statement are effective for all derivatives and hedging activities entered into after June 30, 2003. SFAS No. 149 did not have a material effect on the Company's financial position, results of operations or cash flows. FASB No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" In May 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150 establishes standards on the classification and measurement of certain instruments with characteristics of both liabilities and equity. The provisions of SFAS No. 150 are effective for financial instruments entered into or modified after May 31, 2002 and to all other instruments that exist as of the beginning of the first interim financial reporting period beginning after June 15, 2003. SFAS No. 150 did not have a material effect on the Company's financial position, results of operations or cash flows. EITF 03-11, "Reporting Gains and Losses on Derivative Instruments That are Subject to FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities, and Not Held for Trading Purposes". In August 2003, the EITF reached a consensus that all gains and losses (realized and unrealized) on derivative instruments within the scope of SFAS 133 should be shown net in the income statement, whether or not settled physically, if the derivative instruments are held for trading purposes. However, the EITF recognized that there may be contracts within the scope of SFAS 133 considered not held for trading purposes that warrant further consideration as to the appropriate income statement classification of the gains and losses. In EITF 03-11, the EITF clarified certain criteria to use in determining whether gains and losses related to non-trading derivative instruments should be shown net in the income statement. The adoption of EITF 03-11 did not have a material effect on the Company's financial position, results of operations or cash flows. On December 2004, the FASB issued SFAS No. 123R, "Accounting for Stock-Based Compensation". This statement is a revision to SFAS No. 123, "Accounting for Stock-Based Compensation" and supersedes APB Opinion No.25, "Accounting for Stock Issued to Employees". This statement requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).That cost will be recognized over the period during which an employee is required to provide service, the requisite service period (usually the vesting period). The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models. In addition, a public entity is required to measure the cost of employee services received in exchange for an award of liability instruments based on its current value. The fair value of that award will be re-measured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period will be recognized as compensation cost over the period. For public entities that file as small business issuers, this statement is effective as of the beginning of the first interim or annual reporting period that begins after December 15, 2005. At the required effective date, all public entities that used the fair value method for either recognition or disclosure under Statement 123 are required to apply this statement using a modified version of prospective application. Under that transition method, compensation cost is recognized on or after the required effective date for the portion of outstanding awards for which the requisite service has not yet been rendered, based on the grant-date fair value of those awards calculated under Statement 123 for either recognition or pro-forma disclosures. For periods before the required effective date, those entities may elect to apply the modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods by Statement 123. The Company does not expect SFAS No. 123R to have a material effect on its financial statements. NOTE 2. COMMON STOCK Effective February 1, 1999, the Company effected a 1 for 20 reverse split of our 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. 8 NOTE 3. 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. At March 31, 2005, the Company has available approximately $90,577 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 2013. 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 it's planned principal operations. As reflected in the accompanying financial statements, the Company has incurred accumulated losses since inception of $90,577 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. 9 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, 2005, commenced active business operations. As of March 31, 2005 the Registrant had assets in the amount of $1, no liabilities, and the total Shareholders' Equity was $1. 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 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 On July 29, 2004 Mr. Huang, Yahe accepted the position of Chairman of the Board of Yang Holding Company. Mr. Huang is a citizen and resident of the People's Republic of China and is President of Yongda Venture Group, Inc., a Florida Corporation. Mr. Huang is a very successful businessman. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K Exhibit 31.1 Certification Pursuant to Rule 15-d-14(a) Exhibit 32.1 Certification Pursuant to 18 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. 11 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. 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 13, 2005 13

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