U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-QSB
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2003
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from ____________ to ___________
Commission File Number 000-30173
HUAYANG INTERNATIONAL HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
Nevada 58-1667944
- ----------------------------------- ------------------------------------
(State or other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation)
386 Qingnian Avenue, Shenyang, China 110004
(Address of principal executive offices)
Issuer's telephone number: (86)(24) 2318-0688
The number of shares of common stock, par value $0.02, outstanding on September
30, 2003, was 7,700,807.
Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|
HUAYANG INTERNATIONAL HOLDINGS, INC.
FORM 10-QSB
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets 1
Consolidated Statements of Operations and Comprehensive loss 2-3
Consolidated Statements of Cash Flows 4
Notes to Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis or Plan of Operation 7-11
Item 3. Controls and Procedures 11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 12
Item 2. Changes in Securities 12
Item 3. Defaults Upon Senior Securities 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
(UNITED STATES DOLLARS)
September 30, December 31,
2003 2002
(Unaudited) (Audited)
--------------- --------------
ASSETS
Assets:
Real estate rental property, net of accumulated
depreciation of $1,335,712 at September 30,
2003 and $1,069,896 at December 31, 2002 $ 16,385,217 $ 16,651,031
Real estate held for development and sale 3,777,727 3,777,727
Cash 153,300 110
Due from related company, net of allowance for 3,642,805 4,016,398
doubtful accounts of 9,964,435
Property and equipment, net 1,269,775 1,294,663
Other assets 188,016 31,747
--------------- --------------
Total assets $ 25,416,840 $ 25,771,676
=============== ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Accounts payable and accrued liabilities $ 723,374 $ 593,865
Bank loans 3,289,157 3,289,157
Due to related companies 1,760,769 1,760,769
Other taxes payable 3,458,228 3,548,716
--------------- --------------
Total liabilities 9,231,528 9,192,507
--------------- --------------
Minority interest 735,807 749,501
--------------- --------------
Shareholders' equity:
Common stock, par value $0.02 per share,
authorized 50,000,000 shares; issued and
outstanding 7,700,807 shares 154,016 154,016
Paid-in capital 18,342,291 18,342,291
Accumulated deficit (3,019,422) (2,639,259)
Accumulated other comprehensive loss (27,380) (27,380)
--------------- --------------
Total shareholders' equity 15,449,505 15,829,668
--------------- --------------
Total liabilities and shareholders' equity $ 25,416,840 $ 25,771,676
=============== ==============
The accompanying notes are an integral part of this statement.
1
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS (UNAUDITED)
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNITED STATES DOLLARS)
Three months ended Nine months ended
September 30, September 30,
2003 2002 2003 2002
Restated Restated
----------- ------------ ----------- ------------
Revenues
Real estate sales $ - $ 242,955 $ - $ 643,828
Real estate rental income 115,649 431,586 406,747 1,119,361
----------- ------------ ----------- ------------
Total revenues 115,649 674,541 406,747 1,763,189
----------- ------------ ----------- ------------
Costs and expenses
Cost of real estate sold - 189,131 - 360,690
Real estate operating expenses 102,385 32,875 316,750 388,652
Depreciation expense 99,933 112,952 293,377 469,233
Interest expense 63,547 98,654 189,272 363,250
Other operating expenses 482 50,000 1,205 50,000
----------- ------------ ----------- ------------
Total costs and expenses 266,347 483,612 800,604 1,631,825
----------- ------------ ----------- ------------
Income (Loss) before income taxes (150,698) 190,929 (393,857) 131,364
Income taxes - - - -
----------- ------------ ----------- ------------
Income (Loss) before minority interest (150,698) 190,929 (393,857) 131,364
Minority interest 5,535 (63,748) 13,693 (72,644)
----------- ------------ ----------- ------------
Income (Loss) from continuing operations (145,163) 127,181 (380,164) 58,720
Discontinued operations:
Loss from investment in affiliates - (302,092) - (821,778)
Loss on sales of investment - (1,864,142) - (1,864,142)
----------- ------------ ----------- ------------
Loss before extraordinary item (145,163) (2,039,053) (380,164) (2,627,200)
Extraordinary item - 2,376,054 - 2,791,537
----------- ------------ ----------- ------------
Net income (loss) (145,163) 337,001 (380,164) 164,337
Other comprehensive income (loss)
Foreign currency translation - 732 - 2,681
----------- ------------ ----------- ------------
Comprehensive income (loss) $ (145,163) $ 337,733 $ (380,164) $ 167,018
=========== ============ =========== ============
Weighted average shares outstanding:
Basic and diluted 7,700,807 7,500,807 7,700,807 7,500,807
=========== ============ =========== ============
Basic and diluted income (loss) per share:
Income (loss) from continuing operations $ (0.02) $ 0.02 $ (0.05) $ 0.01
Discontinued operations - (0.29) - (0.36)
Extraordinary item - 0.32 - 0.37
----------- ------------ ----------- ------------
Net income (loss) $ (0.02) $ 0.04 $ (0.05) $ 0.02
=========== ============ =========== ============
The accompanying notes are an integral part of this statement.
2
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(UNITED STATES DOLLARS)
Restated
2003 2002
---------- ------------
CASH FLOW FROM OPERATING ACTIVITIES
Net income (loss) $(380,164) $ 164,337
Adjustments to reconcile net income to net cash provided by
operating activities:
Gain on sales of real estate - (141,535)
Depreciation 293,378 469,233
Loss from sale of investment in affiliates - 1,864,142
Extraordinary gain - (2,791,537)
Stock issued for legal services rendered - 50,000
Minority interest expense (income) (13,693) 72,644
Other - 315,104
Changes in operating assets and liabilities:
Increase in other assets (156,269) -
Increase in accounts payable and accrued liabilities 129,509 -
Decrease in other tax payable (90,488) -
---------- ------------
Net cash provided (used) by operating activities (217,727) 2,388
---------- ------------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of equipment (2,676) -
---------- ------------
Net cash used by investing activities (2,676) -
---------- ------------
CASH FLOW FROM FINANCING ACTIVITIES
Decrease in receivable from related parties 373,593 -
---------- ------------
Net cash provided by financing activities 373,593 -
---------- ------------
NET INCREASE IN CASH 153,190 2,388
CASH, BEGINNING OF PERIOD 110 253
---------- ------------
CASH, END OF PERIOD $ 153,300 $ 2,641
========== ============
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 125,725 $ -
========== ============
Income taxes paid $ - $ -
========== ============
The accompanying notes are an integral part of this statement.
3
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. Reporting entity
The financial statements of Huayang International Holdings, Inc. and
Subsidiary (HIHI) (the "Company") reflect the activities and financial
transactions of its subsidiary Shenyang Haitong House Properties
Development Ltd. (HAITONG). HIHI has a 95% ownership interest in HAITONG.
HIHI also has a less than majority ownership interest in three other
companies, Shenyang Lido Hotel Company Limited, formerly Changyang
International Hotel (Shenyang) Co. Ltd. (HOTEL), Shenyang Lido Park Company
Limited, formerly Changyuan (Shenyang) Park Ltd. (GARAGE) and Shenyang Lido
Business Company Limited, formerly Changhua (Shenyang) Business Co. Ltd.
(BUSINESS CENTER), collectively referred to as HOTEL GROUP. The HOTEL GROUP
was disposed of in the third quarter of 2002.
HIHI is incorporated under the laws of the State of Nevada in the United
States. HAITONG, HOTEL, GARAGE and BUSINESS CENTER are incorporated under
the laws of the People's Republic of China (PRC).
2. Condensed financial statements and footnotes
The interim consolidated financial statements presented herein have been
prepared by the Company and include the unaudited accounts of HIHI and its
subsidiary HAITONG. All significant inter-company accounts and transactions
have been eliminated in the consolidation.
These condensed financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB and Article 310(b) of Regulation S-B.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted. The Company believes the
disclosures made are adequate to make the information presented not
misleading. The condensed consolidated financial statements should be read
in conjunction with the Company's consolidated financial statements for the
year ended December 31, 2002 and notes thereto included in HIHI's Form
10-KSB.
In the opinion of management, the unaudited condensed consolidated
financial statements reflect all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position
of the Company as of September 30, 2003, the results of operations for the
three months and nine months ended September 30, 2003 and 2002,
respectively. Interim results are not necessarily indicative of full year
performance because of the impact of seasonal and short-term variations.
4
Certain 2002 amounts have been restated for comparison purposes and for
correction of an accounting error. See Note 4 and the notes to HIHI's Form
10-KSB for December 31, 2002.
3. Segment reporting
The Company is currently engaged in only one business segment. The
Company's net investment in and the operating results of its various real
estate activities may be derived directly from the accompanying
consolidated financial statements.
4. Prior period adjustment
The accompanying financial statements for the three months and nine months
ended September 30, 2002 have been restated to correct overstatements of
income tax expense. See HIHI's 10-KSB for the year ended December 31, 2002.
The effect of the prior period accounting errors relating to income taxes
resulted in the following changes as of September 30, 2002 and for the
three months and nine months then ended:
As previously
reported As restated
Balance Sheet:
Deferred tax assets $ 742,756 $ -
Income taxes payable $ 3,676,123 $ -
Deferred tax payable $ 242,530 $ -
Retained earnings $ 2,748,486 $ 6,374,383
Statement of Operations for the Three
Months ended September 30, 2002:
Income taxes $ (661,613) $ -
Net income (loss) $ (438,186) $ 337,001
Statement of Operations for the Nine
Months ended September 30, 2002:
Income taxes $ (426,259) $ -
Net income (loss) $ (715,215) $ 164,337
5. Going concern
The Company is dependent on the management company to collect revenues and
to make payments on a timely basis. As of September 30, 2003, the
management company currently owed the Company $13,607,240, against which
$9,964,435 has been provided as an allowance for doubtful accounts. The
management company is a related party and is controlled by the majority
shareholder of the Company. Should the management company continue to fail
5
to pay obligations as they fall due, it could impair the ability of the
Company to continue as a going concern. Management of the Company believe
that sufficient funding will be available to meet operating needs of the
Company.
6
Item 2. Management's Discussion and Analysis or Plan of Operation
FORWARD-LOOKING STATEMENTS
The following discussion of the financial condition and results of
operations should be read in conjunction with our consolidated financial
statements and related notes thereto. The following discussion contains
forward-looking statements. Huayang International Holdings, Inc. is referred to
herein as "the Company", "we" or "our." The words or phrases "would be," "will
allow," "intends to," "will likely result," "are expected to," "will continue,"
"is anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements". Such statements include those concerning
our expected financial performance, our corporate strategy and operational
plans. Actual results could differ materially from those projected in the
forward-looking statements as a result of a number of risks and uncertainties,
including: (a) our attempt to enter into the technology sector and whether we
can successfully incorporate such business into our operations; (b) our low cash
balances which may impede our ability to grow our business and compete against
our competitors and other liquidity related risks discussed below under
"Liquidity and Capital Resources"; (c) any economic, political, regulatory,
legal and social conditions in China that may negatively affect our business;
and (d) our dependence upon funding from related companies. Statements made
herein are as of the date of the filing of this period report with the
Securities and Exchange Commission and should not be relied upon as of any
subsequent date. Unless otherwise required by applicable law, we do not
undertake, and we specifically disclaim any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statements.
THIRD QUARTER OVERVIEW
During the third quarter of 2003, the Company continued its business to
sell and lease its real estate properties in the Huayang International Mansion
("Mansion"). The Company conducts its real estate business primarily through its
95% owned subsidiary Shenyang Haitong House Properties Development Co., Ltd.
("Haitong").
RESULTS OF OPERATIONS - Three months ended September 30, 2003
Revenues
Revenues for the three months ended September 30, 2003 were $115,649, down
82.9% from $674,541 for the three months ended September 30, 2002. During the
three months ended September 30, 2003, the Company had no real estate sales, as
compared to $242,955 of real estate sales for the three months ended September
30, 2002. In addition, real estate rental income decreased by 73.2% from
$431,586 for the three months ended September 30, 2002 to $115,649 for the three
months ended September 30, 2003. This drop was primarily due to decreasing
annual rent per square meter, and the fact that the Company sold part of its
real estate during the three months ended September 30, 2002, which resulted in
a decrease in the total area of real estate available for leasing in 2003.
7
Costs and Expenses
Total costs and expenses in the three months ended September 30, 2003 were
$266,347, which was 45% lower than $483,612 of total costs and expenses in the
three months ended September 30, 2002. The decrease is primarily due to no real
estate was sold in the three months ended September 30, 2003 and therefore no
cost was incurred thereon, as compared to $189,131 for the three months ended
September 30, 2002.
For the three months ended September 30, 2003, depreciation expenses
dropped by 11.5% to $99,933 from $112,952 for the same period in 2002 because
part of the real estate were disposed of in 2002. In addition, interest expenses
dropped by 35.6% to $63,547 for the three months ended September 30, 2003 from
$98,654 for the same period in 2002, which was a direct result of reduced bank
loans. On the other hand, real estate operating expenses increased by 211.4% to
$102,385 from $32,875 in the same period in 2002 because the Company refurbished
the lobby of its real estate in 2003, which caused an increase in repair
expenses.
Net Loss
For the three months ended September 30, 2003, net loss from continuing
operations was $145,163, as compared to income of $127,181 for the three months
ended September 30, 2002. This is the combined effect of the significant
decrease in real estate rental income in 2003 and there was no sale of real
estate during 2003.
The Company's net loss for the three months ended September 30, 2003 was
$145,163, as compared to the net income of $337,001 for the three months ended
September 30, 2002, which included an extraordinary item of $2,376,054 from the
gain on debt extinguishments and a loss of $2,166,234 from the discontinued
Hotel Group operations.
RESULTS OF OPERATIONS - Nine months ended September 30, 2003
Revenues
Revenues for the nine months ended September 30, 2003 were $406,747, down
77% from $1,763,189 for the nine months ended September 30, 2002. During the
nine months ended September 30, 2003, the Company had no real estate sales, as
compared to $643,828 of real estate sales for the nine months ended September
30, 2002. In addition, real estate rental income decreased by 64% from
$1,119,361 for the nine months ended September 30, 2002 to $406,747 for the nine
months ended September 30, 2003. This drop was primarily due to decreasing
annual rent per square meter, and the fact that the Company sold part of its
real estate during the nine months ended September 30, 2002, which resulted in a
decrease in the total area of real estate available for leasing in 2003.
8
Costs and Expenses
Total costs and expenses for the nine months ended September 30, 2003 were
$800,604, which was 51% lower than $1,631,825 of total costs and expenses for
the nine months ended September 30, 2002. One of the reasons for this decrease
was no real estate was sold in the nine months ended September 30, 2003 and
therefore no cost was incurred thereon, as compared to $360,690 for the nine
months ended September 30, 2002.
For the nine months ended September 30, 2003, depreciation expenses dropped
by 37.5% to $293,377 from $469,233 for the same period in 2002 because part of
the real estate were disposed of in 2002. In addition, interest expenses dropped
by 48% to $189,272 for the nine months ended September 30, 2003 from $363,250
for the same period in 2002, which was a direct result of reduced bank loans. On
the other hand, real estate operating expenses decreased by 18.5% to $316,750
from $388,652.
Net Loss
For the nine months ended September 30, 2003, net loss from continuing
operations was $380,164, as compared to income of $58,720 for the nine months
ended September 30, 2002. This is primarily due to the significant decreases in
real estate rental income as discussed above and no sales of real estate during
2003.
The Company's net loss for the nine months ended September 30, 2003 was
$380,164, as compared to the net income of $164,337 for the nine months ended
September 30, 2002, which included an extraordinary item of $2,791,537 from the
gain on debt extinguishments and a loss of $2,685,920 from the discontinued
Hotel Group operations.
LIQUIDITY AND CAPITAL RESOURCES
Our liquidity consists of cash, receivables, real estate held for
development and sale and receipts from rental activities. As of September 30,
2003, our cash balance was $153,300. Our past operations were supported by
related companies, which from time to time lent funds to us. However, such
financing from related companies may not always be available, and the Company
may need to secure further financing to support its operations. Future cash
needs may be financed by a combination of cash flows from rental and leasing
operations, future advances under bank loans, and if needed, other alternative
financing arrangements, which may or may not be available to us.
We do not have any material commitments for capital expenditures as of
September 30, 2003.
9
Our projection of future cash requirements is affected by numerous factors,
including but not limited to, changes in customer receipts, real estate industry
trends, operating cost fluctuations, and unplanned capital spending.
As of September 30, 2003, we had total bank debt of $3,289,157. We also
owed $1,760,769 to related parties. Our indebtedness poses substantial risks to
holders of our Common Stock, including the risks such as (i) a substantial
portion of our cash flow from operations will be dedicated to the payment of
interest on such indebtedness, (ii) our indebtedness may impede our ability to
obtain financing in the future for working capital, capital expenditures and
general corporate purposes and (iii) our debt position may leave us more
vulnerable to economic downturns and may limit our ability to withstand
competitive pressures. If we are unable to generate sufficient cash flow from
operations in the future to service our indebtedness and to meet our other
commitments, we will be required to adopt one or more alternatives, such as
refinancing or restructuring our indebtedness, selling material assets or
operations, or seeking to raise additional debt or equity capital. There can be
no assurance that any of these actions could be effected on satisfactory terms,
that they would enable us to continue to satisfy our capital requirements or
that they would be permitted by the terms of existing or future debt agreements.
All of our bank debt is secured by properties in the Mansion. As of
September 30, 2003, our lenders held an aggregate of $3,289,157 of liens against
the Mansion as security for bank loans of the same amount. If we are unable to
meet the terms of our bank loans, resulting in default under such bank loans,
the lenders may elect to declare all amounts outstanding under the loans to be
immediately due and payable and foreclose on the Mansion, which would have a
material adverse effect on us.
The Company is dependent on the management company to collect revenues and
to make payments on a timely basis. As of September 30, 2003, the management
company currently owed the Company $3,642,805, plus $9,964,435 against which an
allowance for doubtful accounts has been fully provided. The management company
is a related party and is controlled by the majority shareholder of the Company.
Should the management company continue to fail to pay obligations as they come
due, it could impair the ability of the Company to continue as a going concern.
EFFECT OF FLUCTUATIONS IN FOREIGN EXCHANGE RATES
We operate in the People's Republic of China, maintain our financial
control center in Shenyang, PRC, and record most of our operating activities in
Renminbi ("RMB"), the Chinese currency. The exchange rate between RMB and US
Dollars has been relatively stable for the last few years. We do not believe
that fluctuations in the foreign exchange rates will have a material effect on
our financial statements. The RMB exchange rates, however, are fixed by the
government of the PRC, and a change in the exchange rate by the PRC could have a
material adverse effect on our financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
10
Market risk represents the risk of change in the value of short-term
investments and financial instruments caused by fluctuations in investment
prices, interest rates and foreign currency exchange rates.
The Company operates in the People's Republic of China, and is exposed to
foreign exchange rate fluctuations related to the translation of the financial
results of our operations in China into U.S. dollars during consolidation. As
exchange rates vary, these results, when translated, may vary from expectations
and adversely impact overall expected profitability.
The effect of foreign exchange rate fluctuations on the Company for the
third quarter ended September 30, 2003 was immaterial.
The Company has not entered into any derivative financial instruments to
manage interest rate risk or for speculative purpose and is not currently
evaluating the future use of such financial instruments.
The Company does not hold cash equivalents or marketable securities as of
September 30, 2003 and has no plans to do so within the next twelve months.
Item 3. Controls and Procedures
Within the 90-day period prior to the filing date of this report, an
evaluation was conducted under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based upon that evaluation, the Chief Executive Officer
and Chief Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that all material information relating to the
Company, including our consolidated subsidiaries, is made known to them
particularly during the period when our periodic reports are being prepared. It
should be noted that the design of any system of controls is based in part upon
certain assumptions about the likelihood of future events, and there can be no
assurance that any design will succeed in achieving its stated goals under the
potential future conditions, regardless of how remote.
Subsequent to the date of this evaluation there have been no significant
changes in our internal controls or in other factors that could significantly
affect our internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not a party to, nor are any of our respective properties the subject
of, any material pending legal or arbitration proceeding.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
number Document Description
31 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certifications of the Chief Executive Officer and the Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) Reports on Form 8-K
During the nine months ended September 30, 2003, the Company filed the
following reports on Form 8-K:
(1) On March 6, 2003, the Company also filed a report on Form 8-K regarding
Item 4 - Changes in Registrant's Certifying Accountant relating to the dismissal
of Moore Stephens Wurth Frazer and Torber LLP as the Company's independent
auditors and the engagement of Thomas Leger & Co, LLP as the Company's
independent auditors.
12
(2) On March 21, 2003, the Company also filed a report on amended Form 8-K/A
regarding Item 4 - Changes in Registrant's Certifying Accountant relating to the
dismissal of Moore Stephens Wurth Frazer and Torber LLP as the Company's
independent auditors and the engagement of Thomas Leger & Co, LLP as the
Company's independent auditors.
(3) On April 11, 2003, the Company filed a report on Form 8-K regarding Item
2 -Acquisition or Disposal of Assets - and Item 5 - Other Events and Regulation
FD Disclosure relating to the rescinding of the acquisition of Jiahe Medicine
Group and a related press release.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Huayang International Holdings, Inc.
------------------------------------
Name: Gao WanJun
Title: Chairman, President and
Chief Executive Officer
Date: November 14, 2003
------------------------------------
Name: Wang Yufei
Title: Secretary, Chief Financial
Officer and Director
Date: November 14, 2003
EXHIBIT INDEX
Exhibit
number Document Description
31 Certification of the Chief Executive Officer and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certifications of the Chief Executive Officer and the Chief Financial
Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
13