-----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, VHfEJiCkG9+KFSlEhLJe42WFBbhZbjdK9eNFjk2yY+UuUip7TpCxJt6GyD8YtnZ0 nHVs6DrBHiEccY/Q9wgkMg== 0001262463-04-000033.txt : 20040816 0001262463-04-000033.hdr.sgml : 20040816 20040816150640 ACCESSION NUMBER: 0001262463-04-000033 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NICHOLAS INVESTMENT CO INC CENTRAL INDEX KEY: 0001123312 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 330788829 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 814-00639 FILM NUMBER: 04978171 BUSINESS ADDRESS: STREET 1: P O BOX 370420 CITY: SAN DIEGO STATE: CA ZIP: 92137 MAIL ADDRESS: STREET 1: NICHOLAS INVESTMENT CO INC STREET 2: P O BOX 370420 CITY: SAN DIEGO STATE: CA ZIP: 92137 FORMER COMPANY: FORMER CONFORMED NAME: NICHOLAS INVESTMENT INC DATE OF NAME CHANGE: 20000905 10-Q 1 nivm6_2004.htm QUARTERLY REPORT [SECTIONS 13 OR 15(D)] 10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(Mark One)
 [ X ]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

Commission file number 000-31899


YASHENG GROUP
(Exact Name of Registrant as Specified in Its Charter)

     
California   33-0788293
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)
     
1472 Oddstad Dr., Redwood City, CA   94063
(Address of principal executive offices)            Zip Code
     
      Registrant's telephone number, including area code:   (909) 587-9100
     

Nicholas Investment Company, Inc.
43180 Business Park Dr., Suite  202 Temecula, CA  92590

(Registrant's Former Name and Address)

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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[  ]

Indicate the number of shares outstanding of each of the issuer's class of common stock, as of the last practicable date.

     
Class
Outstanding at August 1, 2004
Common Stock, $0.001 par value
154,651,008 shares

 


On July 16, 2004 YaSheng Group, a California Corporation, acquired 54% of the total issued and outstanding common stock of Nicholas Investment Company, Inc. from its shareholders on a stock for stock basis determined by the relative net asset values of the two companies as of June30, 2004. Subsequent to the acquisition and pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission (the "Commission"), YaSheng elected to become the successor issuer to Nicholas for reporting purposes under the Securities and Exchange Act of 1934, as amended, (the "Exchange Act") and elected to report under the Exchange Act effective July 15, 2004.

The accompanying financial statements have been prepared as of June 30, 2004 and therefore only reflect the balances and activities of Nicholas Investment Company, Inc. Financial statements for YaSheng Group for as of and for the six months ended June 30, 2004 are attached as an exhibit hereto. Pro-forma consolidated financial statements of YaSheng Group as of the date of acquisition were filed as an exhibit to the Company's Form 8-K12(g) filed on July 16, 2004 and are incorporated herein by reference.
 

NICHOLAS INVESTMENT COMPANY, INC.

     
   
PAGE NUMBER
PART I - FINANCIAL INFORMATION
3
 
     
 
Item 1.   Financial Statements
3
 
     
 
Balance Sheet
3
         
    Schedule of Investments

4

 
     
 
    Statements of Operations
5
 
     
 
    Statements of Cash Flows
6
 
     
 
    Notes to Financial Statements
8
 
     
 
Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations

12

 
         
               Item 3.   Quantitative and Qualitative Disclosures About Market Risk

16

 
         
               Item 4.   Controls and Procedures

16

 
     
PART II - OTHER INFORMATION

17

 
     
 
SIGNATURE PAGE

18

 
     
SARBANNES-OXLEY CERTIFICATIONS

 

 

ii


NICHOLAS INVESTMENT COMPANY, INC.
Balance Sheet

ASSETS

      June 30,
2004
(Unaudited)
    December 31,
2003
 




 
CURRENT ASSETS  
Cash $ 4,310 $ 18,193  
Accounts receivable 9,714 -




 
                            Total Current Assets 14,024 18,193


 

FIXED ASSETS, NET 14,400 7,862  




 
OTHER ASSETS            
  Investment in marketable securities   69,000     -  
  Investment in affiliated companies (Note 2)   2,398,642     469,691  
  Deposit   3,271     6,544  
   

 

 
           Total Other Assets   2,470,913     476,235  
   

 

 
           TOTAL ASSETS
$
2,499,337  
$
502,290  




 

LIABILITIES AND STOCKHOLDERS' EQUITY

  June 30,
2004
(Unaudited)
    December 31,
2003
 
CURRENT LIABILITIES



 
Accounts payable $ 25,911 $ 28,135  
Accrued expenses - 3,661
Convertible debentures, net - 102,296




 
            Total Current Liabilities   25,911     134,092  




 
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY  

Preferred stock Series B; $0.001 par value; no shares authorized; issued or outstanding

- -
 

Preferred stock Series C; $0.001 par value; 12,000,000 shares authorized; 6,000,000 and 12,000,000 shares issued and outstanding, respectively

  6,000     12,000  
 

Common stock; $0.001 par value; 500,000,000 shares
authorized; 21,866,686 and 2,346,596 shares issued and outstanding, respectively

  21,867     2,346  
 

Additional paid-in capital

  2,941,826     2,395,411  
 

Deferred consulting expense

  (2,944)     (19,002)  

Accumulated deficit

(493,323) (2,022,557)




 
 

Total Stockholders' Equity

  2,473,426     368,198  




 
 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 2,499,337   $ 502,290  




 
 

3



 

NICHOLAS INVESTMENT COMPANY
Schedule of Investments


June 30, 2004
 
Company   Description
of Business
 

Percent
Ownership

 

Cost

   

Fair
Value

   

Affiliation







Javelin Holdings   Management Consulting   100%

$

84,000  

$

1,866,540  

(1)

Yes
Sino UJE   Distribution   95%   -     532,102     No
Exus Global, Inc.   Business development Company   1%   30,000     9,000     No
Hydroflo, Inc.   Business development Company   4%   198,000     60,000     No


$

656,961

$

2,467,642






December 31, 2003

 
Company   Description
of Business
  Percent
Ownership
  Cost     Fair
Value
   

Affiliation







Javelin Holdings   Management Consulting   100%

$

84,000  

$

376,000  

(2)

Yes
Sino UJE   Distribution   -0-

$

93,691  

$

93,691     No


         

$

177,691  

$

469,691      


 

(1) Fair value determined by the Company's Board of Directors using the following formula:
(2 X 2004 six months Revenue of $758,000) plus net assets of $350,540 = 1,866,540.

(2) Fair value determined by the Company's Board of Directors using the following formula:
(1 X 2003 Revenue of $306,184) plus net assets of $70,037=$376,221 rounded to $376,000. See also Note 2 for further explanation on the Company's methods of determining fair values.

 

4



 
NICHOLAS INVESTMENT COMPANY
Statements of Operations
(Unaudited)

        For the Three Months Ended
June 30,
    For the Six Months Ended
June 30,
  2004   2003 2004   2003
 
 

 
                               
INVESTMENT REVENUE  
$

175,085

 
$
-
   
$

585,458

 
$
-
   

 

   

 

EXPENSES                          
    Professional fees     132,085    
-
      226,549    
-
    General and administrative     38,272    

23,124

      64,181    

41,820

    Depreciation     769    

-

      1,332    

-

       

 

   

 

           Total Expenses  
171,126
   

23,124

  292,062    
41,820
       

 

   

 

NET INVESTMENT INCOME (LOSS)     3,959    

(23,124)

      293,396    
(41,820)
                         
OTHER INCOME (EXPENSE)                          
    Gain on debt forgiveness     60,051    

-

      60,051    

-

    Interest Expense     (86,213)    
-
      (155,753)    
-
    Unrealized gain on investment     281,540    

-

      1,331,540    

-

       

 

   

 

          Total Other Income (Expense)     255,378    
-
      1,235,838    
-
       

 

   

 

INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES AND DISCONTINUED
OPERATIONS
 

259,337

 
 

(23,124)

 

1,529,234

 
 

(41,820)

                           
   Income taxes     -
 
  -       -
 
  -
                         
INCOME FROM CONTINUING OPERATIONS     259,337
 
  (23,124)      

1,529,234

 
 

(41,820)

                         
LOSS FROM DISCONTINUED
OPERATIONS NET OF ZERO TAX EFFECT
    -
 
 

(125)

      -
 
 

(528)

 

 


   

 


NET INCOME (LOSS)
 
$
259,337
$

(23,249)

   
$

1,529,234

$

(42,348)

     

 

   

 

       
       
         

5


NICHOLAS INVESTMENT COMPANY
Statements of Operations (Continued)
(Unaudited)

        For the Three Months Ended
June 30,
    For the Six Months Ended
June 30,
        2004     2003     2004     2003
 
 

 
BASIC INCOME (LOSS) PER SHARE                    
   Continuing operations $ 0.03 $ (0.04) $ 0.16 $ (0.08)
   Discontinued operations
$
-  
$
(0.00)
$
-  
$
(0.00)
       

 


   

 


     Net Income (Loss)
$
0.03
$
(0.04)
$
0.16
$
(0.08)
                           
WEIGHTED AVERAGE NUMBER OF SHARES     9,966,895    

576,869

      9,568,509    

514,084

       



   



DILUTED INCOME PER SHARE
   Continuing operations $ 0.01 $ (0.04) $ 0.07 $ (0.08)
   Discontinued operations
$
-  
$
-
$
-  
$
-
       

 


   

 


     Net Income
$
0.01
$
(0.04)
$
0.07
$
(0.08)
WEIGHTED AVERAGE NUMBER OF SHARES
20,714,147
576,869 21,041,037
514,084
       



   



       
       
         

6


NICHOLAS INVESTMENT COMPANY
Statements of Cash Flows
(Unaudited)

     

For the Six
Months Ended June 30,

   
      2004   2003    
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
Net income (loss)
$
1,529,234
$

(42,348)

 
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities:
 
     Depreciation and amortization
1,332
-
 
     Marketable securities paid in kind   (228,000)     -    
     Amortization of debt discount
151,704
-
 
     Unrealized gain on investments   (1,331,540)
-
 
     Gain on debt forgiveness   (60,052)     -    
     Amortization of deferred consulting expense
16,058
-
 
Changes in asset and liability accounts:
 
     (Increase) in accounts receivable
(9,714)
-
 
     Decrease in deposits   3,273     -    
     Increase (decrease) in accounts payable
(7,224)
7,840
 
     Increase in accrued expenses
3,867
527
 
 



 
          Net Cash Provided (Used) by Operating Activities
68,938
(33,981)
 
 



 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
     Purchase of fixed assets
(7,870)
-
 
     Investment in Sino UJE   (403,911)     -    
 



 
          Net Cash Used by Investing Activities
(411,781)
-
 



 
CASH FLOWS FROM FINANCING ACTIVITIES:
     Bank overdraft

-

(1,396)

 
     Proceeds from related party debt
-
15,260
 
     Payments on related party debts
-
(6,931)
     Proceeds from notes payable
165,000
25,500
 
     Issuance of common stock for cash   163,960     -    
     Issuance of preferred stock for cash  

-

   

5,000

   
 



 
          Net Cash Provided by Financing Activities
328,960
37,433
 



 
NET INCREASE (DECREASE) IN CASH
(13,883)
3,452
CASH AT BEGINNING OF PERIOD
18,193
20
 



 
CASH AT END OF PERIOD
$
4,310
$
3,472
 
 



 
CASH PAID FOR:
     Interest
$
-
$
-
     Income Tax
$
-
$
-
SCHEDULE OF NON CASH FINANCING ACTIVITIES
     Stock issued for accrued expenses $ 476 $ -  
     Stock issued for convertible debentures $ 261,000 $ 243,870  

7


NICHOLAS INVESTMENT COMPANY
Notes to Financial Statements
(Unaudited)

NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the consolidated financial position as of June 30, 2004, and the results of operations and cash flows for all periods presented have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2003, audited financial statements. The results of operations for the periods ended June 30, 2004 and 2003 are not necessarily indicative of the operating results for the full years.

NOTE 2 - INVESTMENTS

The Company currently has investments in four entities. The first is an investment in a wholly-owned, unconsolidated subsidiary, Javelin Holdings, Inc. The Company issued 200,000 shares of its common stock to affiliated officers for the acquisition of Javelin Holdings, Inc. (Javelin) on November 15, 2003. The shares were valued at $0.48 per share which was the closing price on the date of issue. Javelin is in the business of providing management, consulting and other services to small and micro cap companies. The second is an investment in a 95% owned unconsolidated entity, Sino UJE, Ltd. The Company issued 150,000 shares of common stock in exchange for approximately 95% of the capital of Sino UJE. The Company subsequently advanced a total of $310,461 to Sino UJE. Sino UJE is a distribution company for western-manufactured medical and industrial products into the Asian markets. The Company's remaining two investments, Exus Global, Inc. and HydroFlo, Inc., consist of convertible preferred stock in these two companies which was paid to Javelin Holdings in exchange for debt forgiveness. As a point of practice, Javelin Holdings upstreams all of its stock holdings to the Company.

As required by ASR 118, the investment committee of the company is required to assign a fair value to all investments. To comply with Section 2(a)(41) of the Investment Company Act and Rule 2a-4 under the Investment Company Act, it is incumbent upon the board of directors to satisfy themselves that all appropriate factors relevant to the value of securities for which market quotations are not readily available have been considered and to determine the method of arriving at the fair value of each such security. To the extent considered necessary, the board may appoint persons to assist them in the determination of such value, and to make the actual calculations pursuant to the board's direction. The board must also, consistent with this responsibility, continuously review the appropriateness of the method used in valuing each issue of security in the company's portfolio. The directors must recognize their responsibilities in this matter and whenever technical assistance is requested from individuals who are not directors, the findings of such intervals must be carefully reviewed by the directors in order to satisfy themselves that the resulting valuations are fair.

8


NICHOLAS INVESTMENT COMPANY
Notes to Financial Statements
(Unaudited)


NOTE 2 - INVESTMENTS (Continued)

No single standard for determining "fair value....in good faith" can be laid down, since fair value depends upon the circumstances of each individual case. As a general principle, the current "fair value" of an issue of securities being valued by the board of directors would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale. Methods which are in accord with this principle may, for example, be based on a multiple of earnings, or a discount from market of a similar freely traded security, or yield to maturity with respect to debt issues, or a combination of these and other methods. Some of the general factors which the directors should consider in determining a valuation method for an individual issue of securities include: 1) the fundamental analytical data relating to the investment, 2) the nature and duration of restrictions on disposition of the securities, and 3) an evaluation of the forces which influence the market in which these securities are purchased and sold. Among the more specific factors which are to be considered are: type of security, financial statements, cost at date of purchase, size of holding, discount from market value of unrestricted securities of the same class at time of purchase, special reports prepared by analysis, information as to any transactions or offers with respect to the security, existence of merger proposals or tender offers affecting the securities, price and extent of public trading in similar securities of the issuer or comparable companies, and other relevant matters.

The board has arrived at the following valuation method for its investments. Where there is not a readily available source for determining the market value of any investment, either because the investment is not publicly traded, or is thinly traded, and in absence of a recent appraisal, the value of the investment shall be based on the following criteria:
 

1. Total amount of the Company's actual investment ("AI"). This amount shall include all loans, purchase price of securities, and fair value of securities given at the time of exchange.
2. Total revenues for the preceding twelve months ("R").
3. Earnings before interest, taxes and depreciation ("EBITD")
4. Estimate of likely sale price of investment ("ESP")
5. Net assets of investment ("NA")
6. Likelihood of investment generating positive returns (going concern).
 

The estimated value of each investment shall be determined as follows:
 

  • Where no or limited revenues or earnings are present, then the value shall be the greater of the investment's a) net assets, b) estimated sales price, or c) total amount of actual investment.

  • Where revenues and/or earnings are present, then the value shall be the greater of one time (1x) revenues or three times (3x) earnings, plus the greater of the net assets of the investment or the total amount of the actual investment.

  • Under both scenarios, the value of the investment shall be adjusted down if there is a reasonable expectation that the Company will not be able to recoup the investment or if there is reasonable doubt about the investments ability to continue as a going concern.
     

9


NICHOLAS INVESTMENT COMPANY
Notes to Financial Statements
(Unaudited)


NOTE 2 - INVESTMENTS (Continued)

Based on the previous methodology, the Company determined that it's investment in Javelin should be valued at $1,866,540 and $376,000 as of June 30, 2004 and December 31, 2003, respectively. An unrealized gain of $1,331,540 has been recorded for the six month period ended June 30, 2004.

The investment is Sino UJE (Sino) consisted of a loan of $497,602 and $93,691 at June 30, 2004 and December 31, 2003, respectively and a 95% ownership interest acquired by the issuance of the Company's common stock valued at $34,500 in January 2004.

The Company has determined that since Sino continues to meet its monthly budgets with respect to revenues, expenses and cash flows that the value of the loan is not impaired. After the acquisition in January 2004, the investment and loans to Sino are being valued using the procedures described above.

The investment in Hydroflo consists of 200,000 shares of Preferred Stock which can be converted into common stock at a 3:1 basis, for total of 600,000 shares of common stock. Inasmuch as the common stock of Hydroflo is traded on the OTCBB, a quote and valuation of the stock is readily obtainable. As of June 30, 2004, the stock dropped to $0.10 per share. The value of the Hydroflo shares should therefore be based on the most recently available stock price. Accordingly, the Hydroflo preferred stock should be valued at $80,000 (200,000 X 3 X $0.10/share).

The investment in Exus Global consists of 500,000 shares of Preferred Stock which can be converted into common stock at a 1:1 basis, for a total of 500,000 shares of common stock. Inasmuch as the common stock of Exus is traded on the OTCBB, a quote and valuation of the stock is readily obtainable. As of June 30, 2004, Exus common stock traded at $0.018 per share. Accordingly, the Exus preferred stock should be valued at $9,000 (500,000 X $0.018/share).

The Company has not retained independent appraisers to assist in the valuation of the portfolio investments because the cost was determined to be prohibitive for the current levels of investments.

NOTE 3 - EQUITY TRANSACTIONS

During the six months ended June 30, 2004, the Company issued 3,887,588 shares of its free trading common stock at an average price of $0.03 per share for cash proceeds of $122,960.

During the six months ended June 30, 2004, the Company issued 8,615,864 shares of its free trading common stock upon the conversion of convertible debentures totaling $261,000. The shares were valued at $.03 per share, which represents 50% of the fair market value of the shares as of the date of notice of conversion.

On June 11, 2004, the Company issued 6,000,000 shares of its common stock upon the conversion of 6,000,000 Series C Preferred Shares.

10


NICHOLAS INVESTMENT COMPANY
Notes to Financial Statements
(Unaudited)


NOTE 4 - SIGNIFICANT EVENTS

Convertible Debentures

During the six months ended June 30, 2004, the Company raised $165,000 of operating capital in the form of convertible debentures. All outstanding debentures were converted prior to June 30, 2004.

Upon issuance of the debentures, the Company recognized a debt discount related to the beneficial conversion feature of the debentures totaling $100,000. The discount on the debentures was charged to interest expense.

Subsequent Events

On July 16, 2004 YaSheng Group, a California Corporation, acquired 54% of the total issued and outstanding common stock of Nicholas Investment Company, Inc. from its shareholders on a stock for stock basis determined by the relative net asset values of the two companies as of June30, 2004. YaSheng agreed to issue one share of its common stock for every 84 shares of Nicholas common stock tendered. As of July 16, 2004 a total of 21,702,529 shares of Nicholas common stock had been tendered, resulting in the issuance of 258,363 shares of YaSheng common stock. Subsequent to the acquisition and pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission (the "Commission"), YaSheng elected to become the successor issuer to Nicholas for reporting purposes under the Securities and Exchange Act of 1934, as amended, (the "Exchange Act") and elected to report under the Exchange Act effective July 15, 2004.

The accompanying financial statements have been prepared as of June 30, 2004 and therefore only reflect the balances and activities of Nicholas Investment Company, Inc. The following select financial information represents the pro-forma consolidated financial information as of June 30, 2004:

   

For the Six
Months Ended
June 30, 2004

Operating revenue

$

339,525,743
Gross profit   64,510,426
Net income    34,533,434
Total assets   1,453,377,319
Total current liabilities   224,020,574
Total Shareholders' equity   1,012,771,723


During July 2004, the Company issued 18,355,006 shares of its common stock at a price of $0.03 per share for cash proceeds of $550,650.

11


MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
 

GENERAL

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts and may contain forward-looking statements that involve a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those discussed or anticipated by management. Potential risks and uncertainties include, among other factors, general business conditions, government regulations, manufacturing practices, competitive market conditions, success of the Company's business strategy, delay of orders, changes in the mix of products sold, availability of suppliers, concentration of sales in markets and to certain customers, changes in manufacturing efficiencies, development and introduction of new products, fluctuations in margins, timing of significant orders, and other risks and uncertainties currently unknown to management.

CRITICAL ACCOUNTING POLICIES

The Company's financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America ("GAAP"). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in the external disclosures of the Company including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. Valuations based on estimates are reviewed by us for reasonableness and conservatism on a consistent basis throughout the Company. Primary areas where financial information of the Company is subject to the use of estimates, assumptions and the application of judgment include acquisitions, valuation of long-lived and intangible assets, and the realizability of deferred tax assets. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions.

Valuation Of Long-Lived And Intangible Assets

The recoverability of long lived assets requires considerable judgment and is evaluated on an annual basis or more frequently if events or circumstances indicate that the assets may be impaired. As it relates to definite life intangible assets, we apply the impairment rules as required by SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and Assets to Be Disposed Of" as amended by SFAS No. 144, which also requires significant judgment and assumptions related to the expected future cash flows attributable to the intangible asset. The impact of modifying any of these assumptions can have a significant impact on the estimate of fair value and, thus, the recoverability of the asset.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based upon historical losses, projected future taxable income and the expected timing of the reversals of existing temporary differences. As of June 30, 2004, we estimated the allowance on net deferred tax assets to be one hundred percent of the net deferred tax assets.

 

12


COMPANY STRATEGY

In December 2002, Management determined that the value of its operating businesses were substantially below book and determined to liquidate each of these holdings. In April 2003, the Company exchanged all of its ownership in each of these companies in exchange for hold harmless agreements.

On June 4, 2003, the Company issued two million (2,000,000) shares of Series B Preferred Stock to MRG California in exchange for $5,000 and a further commitment to provide working capital to the Company. These preferred Series B shares entitled the holder to 100 votes per share of preferred stock, effectively giving voting control of the Company to MRG California. On September 17, 2003, MRG sold all of the Preferred Series B stock to Shane Traveller, the Company's Chief Financial Officer, in exchange for $5,000. In addition, the Company repaid to MRG a total of $28,500 representing all monies advanced to the Company by MRG and legal expenses incurred. On November 10, 2003, the Company issued 8,450,000 shares of Series C Convertible Preferred Stock to Mr. Traveller in exchange for all of the outstanding shares of Series B Preferred Stock, which were then cancelled. The Series C Preferred Stock is non-voting stock, but can convert into common stock on a 1:1 basis.

On October 10, 2003, the Company's Board of Directors unanimously approved a resolution to effect a 1 for 200 reverse split of the Company's common stock, which was subsequently approved by a vote of the shareholders. This reverse split was done to better position the capital structure of the Company in order to raise investment money to implement the Company's business strategy.

On November 18, 2003, the Company acquired 100% of the common stock of Javelin Holdings, Inc., a California-based private company that provides management consulting, accounting, and financial services to public companies, in exchange for 200,000 shares of the Company's restricted common stock. Prior to the acquisition by the Company, Javelin Holdings was controlled by members of the Company's board of directors.

On November 20, 2003, the Company's Board of Directors elected to be regulated as a business investment company under the Investment Company Act of 1940. As a business development company ("BDC"), the Company was required to maintain at least 70% of its assets invested in "eligible portfolio companies", which are loosely defined as any domestic company which is not publicly traded or that has assets less than $4 million.

On January 15, 2004, the Company acquired 95% of the common stock of Sino UJE, LTD, a Hong Kong corporation located in Temecula, CA that distributes medical and industrial supplies in China, in exchange for 150,000 shares of free-trading common stock of NIVM and a working capital line of credit for $1,000,000. Sino has an extensive distribution network in China that is supplied by a group of Original Equipment Manufacturers (OEM's) in Europe and the US that are exclusively represented in China by Sino. This world-wide network provided even greater potential to increase stock liquidity and raise investment money.

On July 16, 2004 YaSheng Group, a California Corporation, acquired 54% of the total issued and outstanding common stock of Nicholas Investment Company, Inc. from its shareholders on a stock for stock basis determined by the relative net asset values of the two companies as of June30, 2004. YaSheng agreed to issue one share of its common stock for every 84 shares of Nicholas common stock tendered. As of July 16, 2004 a total of 21,702,529 shares of Nicholas common stock had been tendered, resulting in the issuance of 258,363 shares of YaSheng common stock. Subsequent to the acquisition and pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities and Exchange Commission (the "Commission"), YaSheng elected to become the successor issuer to Nicholas for reporting purposes under the Securities and Exchange Act of 1934, as amended, (the "Exchange Act") and elected to report under the Exchange Act effective July 15, 2004.

13


YaSheng was formed in 1988 in the Gansu province of China. A super-conglomerate, YaSheng has over 124 operating divisions that generated combined revenues of over $339 million during the six-months ended June 30, 2004 and had net assets as of that date in excess of one billion dollars (U.S.). YaSheng's operations are primarily agricultural in nature, producing a vast array of products from fruits and vegetables to wool and fine liquors. YaSheng also produces various chemicals and industrial products.

Through June 30, 2004, YaSheng has generated the bulk of its revenues inside of China with some export to parts of Asia and South America. The Company expects to use its acquisition of Nicholas Investment Company as a springboard to an expansion of its holdings and distribution into North American and western Europe. Short-term, YaSheng will be seeking a listing on a major U.S. stock exchange to be followed by a capital raising effort to fund the expansion program.


RESULTS OF OPERATIONS

Quarter ended June 30, 2004 compared to quarter ended June 30, 2003

During the quarter ended June 30, 2004, the Company incurred a net profit of $259,337 compared to a loss of $23,249 for the same quarter of 2003. The profit generated in the 2nd quarter of 2004 resulted from an unrealized gain on the Company's investment in Javelin Holdings of $440,540 plus revenue from investments of approximately $175,085. The loss in 2003 related to operations which were discontinued in fiscal 2002. As of December 31, 2002, the Company's Board of Directors determined to abandon its current operational strategy and elected to spin-off all of its operating assets. Accordingly, all operations associated with such operations were classified as "discontinued operations" in the fiscal year 2003 financial statements.

Operating expenses were $171,126 and $23,124 for the quarters ended June 30, 2004 and 2003, respectively. The increase is attributed to the commencement of operations associated with operating as a business development company in late 2003, whereas the Company was not operational during the first two quarters of 2003. Operating expenses in the quarter ended June 30, 2004 included $132,085 in "Professional Fees" which included accounting, legal and consulting fees.
 

14


Interest expense for the quarter ended June 30, 2004 was $86,213, compared to $0 for the quarter ended June 30, 2003. The increase is attributed to the addition of convertible debentures during late 2003 and early 2004.

Liquidity and Capital Resources

The accompanying financial statements have been prepared in conformity with principles of accounting applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

On July 16, 2004 YaSheng Group, a California Corporation, acquired 54% of the total issued and outstanding common stock of Nicholas Investment Company, Inc from its shareholders on a stock for stock basis determined by the relative net asset values of the two companies as of June 30, 2004. As of that date YaSheng's net asset value was $977,282,289. or $6.32 per share, and Nicholas' net asset value was $3,025,726 or $.075 per share. Accordingly, YaSheng agreed to issue one share of its common stock for every 84 shares of Nicholas common stock tendered. As of July 16,2004 a total of 21,702,529 shares of Nicholas common stock had been tendered, resulting in the issuance of 258,363 shares of YaSheng common stock. The total issued and outstanding common stock of YaSheng after defecting the agreement is 154,909,371. It is anticipated that additional shares of Nicholas common stock will be tendered, which could result in the issuance of 220,446 additional shares of YaSheng common stock if 100% of the common stock of Nicholas is eventually tendered.

YaSheng Group was originally incorporated in the Gansu province of China in November 1988 under the name Gansu YaSheng Salt Industrial Company, Ltd. In January 2004 YaSheng reincorporated in California under the name YaSheng Group. With its largest operations and holdings in China, YaSheng is one of the three largest conglomerates in Gansu province with 126 operating divisions. In addition to its large diverse agricultural holdings YaSheng is diversified in other industries such as the livestock and poultry, Chemical production, textiles, and construction materials.

The acquisition of Nicholas Investment Company, Inc. will be added to its other US holding of 80 acres in Victorville, CA that is being developed into a modern warehousing and distribution facility. Subsequent to the acquisition and pursuant to Rule 12g-3(a) of the General Rules & Regulations of the Securties and Exchange Commission, YaSheng elected to become the successor issuer to Nicholas for reporting purposes under the Securities and Exchange Act of 1934 as amended, and elected to report under the exchange Act effective July 16, 2004.

For the six months ended June 30, 2004, YaSheng Group generated net income of approximately $33 million, or $0.21 per share, on operating revenues of $339 million. The Company was profitable in both the years ended December 31, 2003 and 2002, generating net income of approximately $60 million and $58 million, respectively.

As of June 30, 2004, YaSheng had total cash and current assets of $226 million and current liabilities of $224 million. The Company's total assets exceeded total liabilities by $1.01 billion U.S. The Company generated cash for operations from profits from operations.

YaSheng plans on pursuing a listing of its securities on a major U.S. exchange at its earliest opportunity. Management is presently reviewing its various options in this regard. YaSheng also intends to raise capital in the coming months to finance, in part, the expansion of its distribution network into North America and western Europe, where it can better take advantage of its lower production costs over products produced locally. YaSheng anticipates that the higher prices to be paid by western markets will increase the Company's profit margins. The Company offers no assurance that it will be successful in obtaining a listing on a U.S. market or that there will be an active market for its securities. Further, there is no assurance that the Company will be successful in raising capital in the U.S. If YaSheng is unable to raise additional capital, it may impact the Company's ability to implement its distribution expansion plans.

15


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk for changes in interest rates is limited as the company does not generate significant interest income. We are subject to interest rate risk on our cash equivalents which at June 30, 2004 had an average interest rate of approximately 1.0%. Under our current policies, we do not use interest rate derivative instruments to manage exposure to interest rate changes. We ensure the safety and preservation of our invested principal funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in investment grade securities. A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of our interest sensitive financial instruments. Declines in interest rates over time will, however, reduce the interest income.


Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The term "disclosure controls and procedures" refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under Rule 13a - 14 of the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported within required time periods. As of the end of the period covered by this Quarterly Report on Form 10-Q (the "Evaluation Date"), we carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, such controls and procedures were effective in ensuring that required information will be disclosed on a timely basis in our periodic reports filed with the SEC under the Exchange Act.

(b) Changes in Internal Controls

There were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the Evaluation Date.
 

 

 

 

 

 

 

16


PART II.

Other Information

 

Item 1.  Legal Proceedings
  The Company is not presently a party to any legal actions.
   
Item 2.  Changes in Securities
  YaSheng Group did not issue any securities during the quarter ended June 30, 2004. Nicholas Investment Company, prior to the acquisition by YaSheng, had the following changes in securities:

3,887,558 shares of common stock sold for cash of $122,960 under a regulation E exemption.
7,590,862 shares of common stock issued on the conversion of $227,725.86 in debentures under a regulation E exemption.
6,000,000 shares of preferred stock was converted to 6,000,000 shares of common stock.
   
Item 3.  Defaults Upon Senior Securities
  None
   
Item 4. Submission of Matters to Vote of Security Holders
  None
   
Item 5. Other Information
  None
   
Item 6. Exhibits and Reports on Form 8-K
 

10.1 Financial Statements of YaSheng Group as of June 30, 2004.
99.1 Chief Executive Officer Certification as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.
99.2 Chief Financial Officer Certification as Adopted Pursuant to Section 302 and 906 of the Sarbanes-Oxley Act of 2002.

17



SIGNATURE PAGE

 


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



 

Date: August 12, 2004   /s/ Shane H. Traveller
    SHANE H. TRAVELLER
    Vice President of Finance, YaSheng Group
     

 

 

 

18


NICHOLAS INVESTMENT COMPANY, INC.
a Nevada corporation
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 


I, Steven R. Peacock, certify that:


1. I have reviewed this quarterly report on Form 10-Q of Nicholas Investment Company, Inc.;

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. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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. The registrant's other certifying officers and 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 functions):
 

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. The registrant's other certifying officers and I have indicated in this quarterly report whether 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.
 

Date: August 12, 2004

/s/ Steven R. Peacock
STEVEN R. PEACOCK
Chief Executive Officer
Nicholas Investment Company, Inc.

 

19


NICHOLAS INVESTMENT COMPANY, INC.
a Nevada corporation
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 


I, Shane H. Traveller, certify that:
 

1. I have reviewed this quarterly report on Form 10-Q of Nicholas Investment Company, Inc.;

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. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and 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. The registrant's other certifying officers and 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 functions):
 

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. The registrant's other certifying officers and I have indicated in this quarterly report whether 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.
 

Date: August 12, 2004

/s/ Shane H. Traveller
SHANE H. TRAVELLER
Chief Financial Officer
Nicholas Investment Company, Inc.

20



Exhibit 99.1
 

CERTIFICATION


Pursuant to Sections 302 and 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Steven R. Peacock, Chief Executive Officer of Nicholas Investment Company, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:
 

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2004 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Dated: August 12, 2004
 

    /s/ Steven R. Peacock
    STEVEN R. PEACOCK
    Chief Executive Officer
    Nicholas Investment Company, Inc.


 

 

21


 

Exhibit 99.2
 


CERTIFICATION


Pursuant to Sections 302 and 906 of the Corporate Fraud Accountability Act of 2002 (18 U.S.C. Section 1350, as adopted), Shane H. Traveller, Chief Financial Officer of Nicholas Investment Company, Inc. (the "Company"), hereby certifies that, to the best of his knowledge:
 

1. the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended June 30, 2004 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 

Dated: August 12, 2004

    /s/ Shane H. Traveller
    SHANE H. TRAVELLER
    Chief Financial Officer
    Nicholas Investment Company, Inc.

 

22


 

EX-99 2 nivmex10_1.htm FINANCIAL STATMEMENTS OF YASHENG GROUP AS OF JUNE 30, 2004 Exhibit 10.1

GANSU YASHENG GROUP
 

August 12, 2004

Independent Audit Report

To: The Board of Directors and Shareholders of Yasheng Group:

    We have audited the accompanying consolidated balance sheets of Yasheng Group as of June 30, 2004 and 2003, and the related consolidated statements of income and comprehensive income, and cash flows in the period ended June 30, 2004, 2003 and 2002. 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 audits.

    We conducted our audits in accordance with auditing standards generally accepted in the United States of America. 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 disposure 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 audits provide a reasonable basis for our opinion.

    In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Yasheng Group at June 30, 2004, 2003 and 2002,and the results of its operations and its cash flows for the period in conformity with accounting principles generally accepted in the United States.

  Gansu Hongxin Certified Public Accountants Co., Ltd.


Auditors Li Hui
Zhang Wenjun


1


YASHENG GROUP
CONSOLIDATED BALANCE SHEETS

ASSETS
 

 

                                As of June 30,

 
    2004   2003    
Current assets:  
 
   
   Cash and cash equivalents

$

49,500,783

$

45,681,890

   Accounts receivable, net (Note 4)    

107,957,326

 

79,032,369

   
   Inventories, net (Note 5)     61,192,616    55,325,772    
   Other current assets   7,221,095   1,122,607    
   
 
   
     Total current assets   225,871,820   181,162,638    
             
  Property, plant and equipment, net (Net 6)   1,156,028,951   1,088,002,037    
             
  Intangible assets, net (Note 7)     10,018,082   10,467,817    
  Other assets     58,959,129   47,526,778    
   
 
   
     Total assets $ 1,450,877,982 $ 1,327,159,270    
   
 
   

LIABILITIES AND STOCKHOLDERS' EQUITY

                                      

Current liabilities:            
   Accounts payable and accrued expenses

$

108,723,320

$

51,858,793

   Accrued employee compensation and benefits (Note 8)  

10,098,623

 

9,199,478

   
   Short-term loans (Note 9)   94,050,246   74,797,102    
    Taxes payable   11,122,474   11,504,544    
   
 
   
      Total current liabilities   223,994,663   147,359,917    
             
Long-term liabilities:            
   Long-term loans (Note 9)   92,859,002   81,093,901    
   Other long-term liabilities   6,822,844   8,203,979    
   
 
   
     Total long-term liabilities   99,681,846   89,297,880    
             
Minority interest 116,903,176 113,219,184
Shareholders' equity:
  Paid-in capital (Note 10)            
  Common stock, $1.00 par value;
  154,651,008 shares issued and outstanding
  154,651,008   154,651,008    
Retained earnings (Note 11)   855,647,289   822,631,281    
   
 
   
    Total Shareholders' equity   1,010,298,297   977,282,289    
Total Liabilities & Shareholders' equity $ 1,450,877,982 $ 1,327,159,270    
   
 
   


2


 GANSU YASHENG GROUP
CONSOLIDATED STATEMENTS OF INCOME
 

    For the Six Months Ended   For the Year Ended   For the Year Ended
    June 30, 2004   December 31, 2003   December 31, 2002
   
 
 
Operating revenue

$

338,940,285

$

605,246,913

$

555,479,607

Operating expense  

275,015,317

 

487,918,542

 

436,338,301

   
 
 
      Gross profit   63,924,968   117,328,371   119,141,306
             
Selling expenses   7,271,840   14,406,297   22,031,426
General and administrative expenses 11,846,483 21,526,469 26,934,296
Other operating expenses   6,607,297   26,797,165   25,641,261
   
 
 
     Operating profit   38,199,348   54,598,440   44,534,323
             
Investment income   238,014   621,008   7,419,103
Other income   2,603,518   19,751,566   18,910,939
   
 
 
Income before taxes   41,040,880   74,971,014   70,864,364
Income taxes (Note 12)   3,638,980   7,536,444   6,705,875
Minority shareholder earnings   4,397,700   7,437,628   6,006,288
   
 
 
     Net income $ 33,004,200 $ 59,996,942 $ 58,152,201
   
 
 
Earnings per common share (Note 10)            
     Basic $ 0.2134 $ 0.3879 $ 0.3760
     Diluted $ 0.2134 $ 0.3879 $ 0.3760


3



GANSU YASHENG GROUP
CONSOLIDATED STATEMENTS OF CASH FLOW

    For the Six Months Ended
June 30, 2004
  For the Year Ended
December 31, 2003
  For the Year
December 31, 2002
   
 
 
Cash flows from operating activities:
  Net (loss) income

$

33,004,200

$

59,996,942

$

58,152,201

Adjustments to reconcile net (loss) income to net cash
Provided by operating activities:
           
  Depreciation and amortization   27,577,208   53,186,941   49,422,496
  Non-cash compensation   13,964,553   26,042,182   33,888,410
  Tax benefits from investments   ( 238,015)    ( 621,009)   (7,419,104 )
  Loss (gain) on disposal of assets   -   145,885   -
  Change in asset and liabilities:            
  Accounts receivable, net   (28,924,957)   141,978,079   14,343,157
  Inventories, net   5,866,844   95,685,009   (16,110,943)
  Account payable   56,864,527   (101,538,295)    (54,922,414)
  Accrued employee compensation and benefits   899,145   (1,510,200)   (5,509,178)
  Income tax payable   (2,068,319)   (1,830,569)   (2,641,539)
  Other liabilities   (3,946,271)   5,662,907    (9,780,307)
   
 
 
Net Cash Provided by Operating Activities   102,998,915   277,197,881   59,422,779
             
Cash flow from investing activities:            
   Capital expenditures   4,762,385   51,470,822   37,321,105
   Investments   264,198   621,008   2,896,301
   Proceeds from sale of assets   --   19,510,351   450,878
   Purchase of fixed asset   (131,803,039)    (260,568,278)   (78,415,982)
   
 
 
   Net Cash Used by Investing Activities   (126,776,456)   (188,966,097)   (37,747,698)
             
Cash flows from financing activities:            
   Net proceeds from borrowings   76,748,826   45,992,353   26,768,415
   Proceeds from accepting investments   --   20,160,275   2,604,141
   Other financing activities   384,410   2,411,955   846,514
   Dividends paid, net   --   (17,786,583)     (20,383,288)
   Debt retirement   (49,536,802)   (136,759,664)   (26,352,764)
   
 
 
   Net cash used in financing activities   27,596,434   (85,981,660)   (16,516,982)
             
Net increase (decrease) in cash   3,818,893   2,250,120   5,158,099
Cash at beginning of period   45,681,890   43,431,770   38,273,671
   
 
 
Cash at end of period $ 49,500,783 $ 45,681,890 $ 43,431,770
   
 
 
Supplemental disclosure:            
   Cash paid for interest $ 13,237,256 $ 22,758,307 $ 25,560,647
   Cash paid for income taxes $ 1,570,662 $ 6,705,875 $ 9,347,413


4



GANSU YASHENG GROUP
CONSOLIDATED STATEMENTS OF SHAREHOLDER' EQUITY
 

    Common Stock
Amounts
  Retained
Earnings
  Total



Balance December 31, 2001 $ 155,907,429   713,932,593   869,840,022
             
Cash dividends   --   (3,806,609)   (3,806,609)
Net income       58,152,201   58,152,201
   
 
 
Balance, December 31, 2002 $ 155,907,429   768,278,185   924,185,614
             
Equity adjustment from foreign currency
exchange translation
  (1,256,421)   (5,643,846)   (6,900,267)
Net income       59,996,942   59,996,942
   
 
 
Balance December 31, 2003 $ 154,651,008   822,631,281   977,282,289
             
Equity adjustment from foreign currency
exchange translation
      11,808   11,808
Net income       33,004,200   33,004,200
   
 
 
Balance June 30, 2004 $ 154,651,008   855,647,289   1,010,298,297


5


GANSU YASHENG GROUP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - THE COMPANY
 

GANSU YASHENG SALT INDUSTRIAL (GROUP) CO., LTD. ("Gansu Yasheng Group" or the "Company") is a corporation formed and registered in Gansu Provincial Bureau of Business Management in November 23,1998. The company includes Gansu Yasheng Industrial (Group) Co., Ltd, Gansu Tiaoshan Agricultural-Industrial-Commercial Co. Ltd., Gansu Xiaheqing Co. Ltd., Gansu Yanguoxia Chemicals General Plant, Lanzhou Vinylon (Group) Co., Ltd. as well as other subsidiaries. The Company is a limited liability company, exclusive-funded Corp. Limited. The Company designs, develops, manufactures and markets high-quality farming and sideline products; chemical materials and products; textiles; construction materials; livestock and poultry. It also designs, develops and markets new technologies of agriculture, genetic biology and network exploring. Headquarters' permanent address: No 609, East Binghe Road, Lanzhou City, P. R. of China.
 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. Principles of Accounting

The consolidated financial statements of the Company are made in accordance with "Corporate Accounting Standards of China" and "Corporate Accounting Policies of China". Based on the Principles listed above, the statements are readjusted to comply with the accounting standards of the United States of America and they should be in accordance with the accounting standards of USA.

2. Fiscal year

In the Financial Statements of the Company, the Gregorian calendar is used and the fiscal year starts from January 01 to December 31 of the year.

3. Currency & Foreign currency translation

The Company uses RMB Yuan as its accounting currency. The accounting currency used in the financial statements presented herewith have been translated into US Dollars at rates of exchange quoted by the Central Bank, the People's Bank of China on the day of June 30, 2004, 2003, and 2002 respectively. Cumulative translation gains or losses are included in the net profit and loss of the period.

4. Methods of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated. The shareholders' equity of the related parties with 20% and over should be calculated by using the pooling of interest method. .

5. Revenue recognition

Revenues are recognized at the time goods, services, commodities and so forth are converted into cash or cash demanding rights.

6. Cash and cash equivalents

Cash and cash equivalents include cash deposited in a bank, cash in hand and securities with maturities of three months or less.

7. Inventories

Inventories acquired can be valued at actual purchase cost; inventories forwarded can be valued by using weighted average cost. At the end of the accounting, the inventories are valued at the lower of cost or market value.

8. Investments / Earnings per common share

The investments can be accounted for at the actual cost. The investment with a percentage of less than 20% shares in the new company can be calculated by using "Cost Method" and that with 20 - 50% percentage be calculated by using "Equity Method".
Basic net earnings per common share can be calculated by dividing net income for the period by the weighted-average number of common shares during the period.

6


 

9. Property, plant & Equipment

A property, plant and equipment item is accounted for at its direct purchase price and can perform straight-line item depreciation and amortization within the estimated operating years. Capitalize the regular improving and repairing costs with the intention of lengthening its life span or upgrading its function. All regular maintenance and repairing expenses can be accounted for as operating costs. The difference in sums between the disposal of property, plant and equipment and the net amount of above carrying amount should be included in the net gain and loss of the period. The Company's property, plant and equipment can be depreciated over the following periods:

  Buildings & improvements 20 - 40 years
  Farming facilities 15 years
  Machinery & equipment 12 years
  Transportation & other facilities  8 - 10 years

10. Long-live assets

Long-live assets should be accounted for at its direct purchase price. Long-live assets can be recognized at the lower of carrying amount and fair value less selling expenses. The difference between carrying amount and fair value less selling expenses is recognized as long-live assets impairment losses and should be included in the net gain and loss of the period. Long-live assets should be in the calculation of the newly - recognized carrying amount value.

11. Intangible assets

The intangible assets item can be accounted for at direct purchase prices, can perform straight-line item amortizations separately within the estimated operating years and can be included in the net gain and loss of the period. The estimated gain period should not exceed 40 years.

12. Income taxes

The Company uses balance-sheet approach to record its income taxes. There has been no temporary difference in terms of income taxes up to date.

13. Profits distribution

In accordance with the requirements under related Chinese laws and regulations as well as with the articles of the corporation, net profit after tax should be distributed in following due course:

(1) Prior years deficit coverage
(2) 10% off for legal surplus
(3) 5% off for legal welfare fund
(4) Any portion of earning surplus
(5) Dividends distributions

NOTE 3 - SELECTED FINANCIAL STATEMENT INFORMATION
 

    June 30, 2004   December 31, 2003   December 31, 2002
     (In US Dollar)  
 
 
Cash and cash equivalents:
   Cash

$

49,500,783

$

45,681,890

$

43,431,770

   
 
 
      Cash Equivalents Total

$

49,500,783

$

45,681,890

$

43,431,770
   
 
 
Accounts receivable, net:            
   Accounts receivable

$

107,957,326

$

79,032,369

$

298,498,764
   
 
 
     Accounts Receivable Total

$

107,957,326

$

79,032,369

$

298,498,764
   
 
 
Property, plant and equipment, net:            
   Land $ 272,428,449 $ 286,822,160 $ 176,384,058
   Buildings & improvements   165,296,928   126,926,938   78,109,462
   Machinery & equipment   534,037,441    453,074,108    370,639,788
   Farming facilities   354,037,441   309,352,525   303,383,706
   Transportation facilities   13,115,886   11,337,907   9,837,224
   Construction-in-process   60,657,752   128,712,754   132,640,617
   Other fixed assets   35,961,849   24,198,532   37,066,087
   
 
 
   Accumulated depreciation   (280,000,095)   (252,422,887)    (215,883,493)
   
 
 
  Property, Plant and Equipment Total $ 1,156,028,951 $ 1,088,002,037 $ 892,177,499
   
 
 
Accounts payable and accrued expenses:
    Accounts payable

$

99,952,727

$

46,283,592

$

166,944,628

    Accrued expenses 8,770,591 5,575,201 4,060,864
       Total

$

108,723,318

$

51,858,793

$

171,005,492
   
 
 
Accrued employee compensation and benefits:            
    Accrued payroll

$

7,683,784

$

6,991,321

$

7,672,340
   Accrued vacation & sick pay   2,414,839    2,208,157    3,037,337
   
 
 
     Total

$

10,098,623

$

9,199,478

$

10,709,677
   
 
 
             


7


NOTE 4 - ACCOUNTS RECEIVABLE

Accounts receivable are carried at anticipated realizable value. Bad debts should be written off during the year they are identified. The recognition could be made in one of the following cases:

1. Accounts receivable that is impossible to be collected due to the debtor's bankruptcy and after legal claiming procedure; or

2. Accounts receivable that is impossible to be collected due to the debtor's death, leaving nothing to claim, nor liability bearers; or

3. Accounts receivable that is impossible to be collected due to the debtor's failure to fulfill his duty and with obvious evidence that it is the truth.

The aforesaid accounts are written off on the basis of recognition by relevant management certified by the Board of Directors.
 

NOTE 5 - INVENTORIES

The major classes of inventory: raw materials, packing materials, products in process, finished goods, stocks, low-value consumable goods, materials in transit as well as others.

The method of determining inventory cost: accounting based on actual cost when inventory being in stock; and accounting based on average cost when inventory is being delivered.

The basis for stating inventory: lower of cost or market by the end of the period.

Details for inventory are as follows:

    End June 30, 04   End 31, December 03   End 31, December 02
Item  
 
 
Raw materials $ 33,251,023 $ 25,102,338 $ 78,510,843
Containers   1,835,246   1,352,468   4,954,089
Work-in-progress   2,911,279   2,798,337   5,643,896
Finished products   8,897,731   8,273,125   10,254,635
Goods in trade   10,306,072   13,060,648   45,140,167
Low-cost & short-lived articles   725,008   679,983   879,241
Materials-in-transit   950,110   897,516   697,512
Others   2,316,147   3,161,323   4,930,366
   
 
 
Total $ 61,192,616 $ 55,325,772 $ 151,010,782
   
 
 

8


NOTE 6 - PROPERTY, PLANT AND EQUIPMENT

The major classes of property, plant and equipment: land, housing, machinery and equipment, transportation facilities, agricultural facilities, construction in progress and so on;

Depreciation policy: Housing, equipment and agricultural facilities should be stated at cost to the company less accumulated depreciation. Details see Note 2.

Amortization of land value: Land value is stated at average cost of land owning period.

Determination of accounts by the end of the period can be achieved at the lower of cost or market. Details of the item see Note 3.
 

NOTE 7 - INTANGIBLE ASSETS

The major classes of intangible assets include mainly know-how technology, mining rights, technology transferring expenses and information software, etc.

Amortization policy: Amortization can be recorded by means of Direct-line Method if beneficiary period is stated; if no beneficiary period stated, it can be estimated and then recorded by means of Direct-line Method within the period as aforesaid. The estimated period should not be more than 40 years.

Determination of accounts by the end of the period can be achieved at the lower of cost or account receivable.
 

NOTE 8 - EMPLOYEE BENEFIT PLANS

The Company provides the benefits for all the employees:

(1) Employee-welfare Fund: An amount similar to that of 14% of payrolls of all staff will be put aside by the Company for the employees' benefits expenses.

(2) Open-policy pension: The Company pays to national and community insurance agents an amount similar to that of 20% of payrolls of all staff as pensions. The employees can still get paid by the insurance agents after retirement.

(3) Unemployment insurance: The Company pays to the national employment administrative units an amount similar to that of 1% of payrolls of all staff for unemployment insurance expense. In return, if the employee is dismissed, he or she could be paid from the authority a minimum amount of family-supporting fund within the specified period.

(4) Housing surplus reserve: The Company pays to the national housing fund administrative units an amount similar to that of 10% of the payroll for the employee's later housing allowance which shall be deposited in his or her given account.

The aforesaid items are for employee's benefits and should be accounted for as the Company's expenses.
 

9


NOTE 9 - THE BANK LOAN AND INTEREST
 

Item

On 31/12/2003

  Increased   Decreased   On 30/6/2004   Interest
rate


 
 
 
 

Short-term
Loan

In RMB 619,048,349   1,038,633,119   879,265,205   778,416,263   5.31%
In US $ 74,794,102   125,490,312   106,234,168   94,050,246

Long-term
Loan

In RMB 671,189,890   197,368,772   100,001,843   768,556,819   6.04%
In US $ 81,093,901   23,846,600   12,081,499   92,859,002

Total

In RMB 1,290,238,239     1,236,001,891   979,267,048   1,546,973,082   -
In US $ 155,888,003     149,336,912   118,315,667   186,909,248   -

 

NOTE 10 - EARNINGS PER COMMON SHARE
 

At June 30, 2004, total common stock shares are 154,651,008.
At December 31, 2003, total common stock shares are 154,651,008.
 

Item  

31/12/2003
USD

 

30/6/2004
USD


 
 
Paid-in capital   154,651,008   154,651,008
Par value   1.00   1.00
Earnings/share   0.38795   0.21341

NOTE 11 - STOCK OPTION AND SHAREHOLDERS' EQUITY

At December 31, 2003, Total common stock shares are 154,651,008.
At June 30, 2004, Total common stock shares are 154,651,008.

Item  

30/6/2004
USD

 

31/12/2003
USD


 
 
Par value   1.00   1.00
Paid-in capital   154,651,008   154,651,008
Retained earnings   855,647,289   822,631,281
Total Shareholders' Equity   1,010,298,297   977,282,289

NOTE 12 - INCOME TAXES
 

(1) Tax preference: Upon approval from Gansu Provincial Bureau of Local Tax, Gansu Yasheng Industrial Co. Ltd, a subsidiary of the Company, is income tax free during the period from January 01 to June 30 of the year 2004. Other subsidiaries of the Company dealing with farming are income tax free as well.

(2) Tax Expenses: All other subsidiaries of the Company pay the income taxes with a rate of 33% approximately. The total tax amount paid during the period ended at June 30, 2004 amounted to US Dollars 3,638,980.
 

10


NOTE 13 - SEGMENT INFORMATION

Based on the business type, the detailed gains and costs can be classified as follows:

(In US Dollar)  

2004-6-30

 

2003-12-31

   
 
    Income   Cost   Income   Cost
   
 
 
 
Beverage

$

13,054,318

$

12,495,983

$

23,778,357

$

22,761,354
Dye   55,473,628   49,050,028   102,581,762   87,623,871
Farming   132,884,413   88,342,713   237,293,595   157,754,844
Trade   65,208,586   61,279,559   115,413,426   108,459,397
Chemicals   88,236,386   74,296,840   154,800,678   130,345,334
Others   325,935   311,847   566,844   311,847
   
 
 
 
Sub-Total   355,183,267   285,776,971   634,434,662   507,256,647
Offsetting   16,242,982   10,761,655   29,187,749   19,338,105
   
 
 
 
     Total $ 338,940,285 $ 275,015,316 $ 605,246,914 $  487,918,542
   
 
 
 

NOTE 14 - TRANSACTIONS WITH RELATED PARTIES

Gansu Yasheng Group holds 38.93% of the total, i.e., 365,160,000 shares of Gansu Yasheng Industrial (Group) Co. Ltd. Here are some Transactions in interim period of 2004:

Related Party   Transaction Balance   Transaction Amount

 
 
Gansu Yasheng Industrial (Group) Co., Ltd.   3,557,377   1,447,400
Total   3,557,377   1,447,400

NOTE 15 - RISKS AND UNCERTAINTIES


There is no such item to be reported or reminded by the Company this period.
 

NOTE 16 - FOREIGN CURRENCY AND TRANSLATION

The currency the Company used to record the accounts is RMB Yuan. Whenever business is transacted in foreign currencies, the amount is recorded in the specific foreign currency after it is translated from RMB into foreign currency with the inter-exchange rate at the beginning of the period. The amount by the end year should be recorded in the specific foreign currency after it is translated from RMB into foreign currency with the inter-exchange rate by the end of the year. The aggregate transaction gain or loss is included in net income for the period disclosed.

The company recorded its accounts in US Dollars at the end year by transferring its RMB accounts into US Dollar on the basis of the RMB Exchange rate of the day the accounts are recorded.

The amounts are transferred directly with the difference stated inclusively.
 

11


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