UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2004
CHINA ENERGY & CARBON BLACK HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-30173 58-1667944
(State of Incorporation)(Commission File No.)(IRS Employer Identification No.)
386 Qingnian Avenue
Shenyang, China 110004
(Address of principal executive offices)
011-86-24-2318-0688
(Registrant's telephone number)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
1
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As used in this report, "we", "us," "our," "Company" or "HIHI" refers to
Huayang International Holdings, Inc., a Nevada corporation.
On September 30, 2004, we entered into an Agreement for Sale of Stock (the
"Agreement") with Mr. Gao Wan Jun. Pursuant to the Agreement, we agreed to
sell our 95% ownership interest in Shenyang Haitong House Properties
Development Ltd ("Haitong") to Mr. Gao.
As consideration for the sale of our ownership interest in Haitong, Mr. Gao and
Haitong have agreed to assume and pay, and to hold us harmless from liability
on our obligation to Huayang International Investment, Ltd., a British Virgin
Islands corporation, in the amount of $1,710,773, which has been shown on our
balance sheet as an amount due to a related party. In conjunction with the
transfer of our ownership interest in Haitong to Mr. Gao, we have also agreed
to write off a total of $175,505 in accounts receivable from Huayang Industry
(Shenyang) Group, a company which is owned and controlled by Mr. Gao, and to
cancel and write off a promissory note with a net value of $2,388,000 executed
by Huayang Industry (Shenyang) Group.
On August 5, 2004, we acquired all of the issued and outstanding common stock
of China Carbon Black Holding Company Limited, a Hong Kong corporation ("China
Carbon Black"), in a share exchange transaction. The transaction with China
Carbon Black resulted in a change in control. As a result of the change in
control, we intend to change the focus of our business operations and
concentrate on the business of production of natural gas and natural gas by-
products conducted through our China Carbon Black subsidiary.
The sale of our ownership interest in Haitong is for the purpose of divesting
our interest in the real estate operations we have been carrying on through
that entity. Prior to completion of the transaction with China Carbon Black,
Mr. Gao was one of our principal shareholders, and also served as one of our
officers and directors. He is also the owner of the additional 5% ownership
interest in Haitong which we do not own. As a result, he has been
substantially involved in the business operations carried on through Haitong
and has an interest in taking over the operations of that company.
2
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
N / A
(b) Pro Forma Financial Information.
The pro forma financial data reflecting the disposition of the ownership
interest in Shenyang Haitong House Properties Development Ltd. as of January 1,
2004 and July 1, 2004, which is required to be filed as part of this Current
Report on Form 8-K
(c) Exhibits.
2.1 The Agreement for Sale of Stock signed between the Company and the Mr.
Gao Wan Jun on September 30, 2004 herein incorporated by reference from Form 8K
filed with the Securities and Exchange Commission on October 6, 2004.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HUAYANG INTERNATIONAL HOLDINGS INC.
(Registrant)
Date: December 10, 2004 By: /s/ Guo Yuan Wang, Director
4
CHINA ENERGY & CARBON BLACK HOLDINGS, INC.
UNAUDITED PRO FORMA COMBINED
FINANCIAL STATEMENTS
Unaudited Pro Forma Combined Statements of Operations for six months ended June 30, 2004 F-1
Notes to June 30, 2004 Unaudited Pro Forma Combined Financial Statements F-2
Unaudited Pro Forma Combined Statements of Operations for the year ended December 31, 2003 F-3
Notes to December 31, 2003 Unaudited Pro Forma Combined Financial Statements F-4
5
PRO FORMA COMBINED FINANCIAL STATEMENTS
The accompanying unaudited pro forma combined financial statements are
based upon the historical condensed statements of operations of Huayang
International Holdings, Inc. ("HIHI" or the "Company"). The unaudited pro
forma spin off financial statements of operations for the year ended December
31, 2003 and for the six months ended June 30, 2004 have been prepared as if
the spin off of Shenyang Haitong House Properties Development Ltd ("Haitong")
had occurred on January 1, 2003 and January 1, 2004, respectively. The pro
forma information may not be indicative of the results that actually would have
occurred if the spin off had been in effect from and on the dates indicated or
which may be obtained in the future.
6
HUAYANG INTERNATIONAL HOLDINGS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
HIHI PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS AFTER SPIN OFF
--------- ----------- -------------
REVENUES $ 280,438 $ (280,438)(1) $
-
COST OF GOODS SOLD - - -
GROSS PROFIT 280,438 (280,438)
-
Cost of real estate sold 116,452(2) (116,452)(2) -
General and Administrative Expenses 142,237 (82,222)(2) 60,015
Selling and Distribution Expenses
- - -
Impairment of real estate
- - -
Depreciation and amortization expense 114,796 (114,796)(2)
-
Interest expense 124,695 (124,695)(2)
-
Other operating expenses
- - -
INCOME (LOSS) FROM OPERATIONS (217,742) 157,727 (60,015)
OTHER INCOME/(EXPENSES)
Interest income
- - -
Other income (loss), net
- - -
INCOME (LOSS) BEFORE INCOME TAXES (217,742) 157,727 (60,015)
Minority interest
7,886 (7,886)(3) -
Income taxes
- - -
INCOME (LOSS) BEFORE DISCONTINUOUS OPERATIONS (209,856) 149,841 (60,015)
Loss from discontinued operations (149,841)(4) (149,841)
-
Loss form disposal of discontinued (4,645,470)(5) (4,645,470)
operations
LOSS FROM DISCONTINUED OPERATIONS, NET (4,795,311) (4,795,311)
-
COMPREHENSIVE INCOME (LOSS) (209,856) (4,645,470) (4,855,326)
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and diluted 7,700,807 7,700,807
LOSS PER SHARE
Basic and diluted
(0.03) (0.63)
The accompanying notes are an integral part of the Unaudited Pro Forma Combined Financial Statements
F-1
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
(1) To remove the revenue of Haitong from the Company's revenue.
(2) To remove the expenses of Haitong from the Company's expenses.
(3) To remove the minority interest that representing the 5% ownership
interest of Haitong that was not consolidated to the Company.
(4) To report a loss from discontinuous operations of Haitong due to operating
loss of Haitong.
(5) To report a loss from discontinuous operations of Haitong due to loss on
disposal of Haitong.
F-2
HUAYANG INTERNATIONAL HOLDINGS, INC.
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003
HIHI PRO FORMA PRO FORMA
HISTORICAL ADJUSTMENTS AFTER SPIN OFF
--------- ----------- ------------
REVENUES $ 523,727 $ (523,727)(1) $
-
COST OF GOODS SOLD
- - -
GROSS PROFIT 523,727 (523,727)
-
Cost of real estate sold
- -(2) -
General and Administrative Expenses 467,982 (332,829)(2) 135,153
Selling and Distribution Expenses
- - -
Impairment of real estate 10,845,792 (10,845,792) -
Depreciation and amortization expense 403,483 (403,483)(2)
-
Interest expense 252,096 (252,096)(2)
-
Other operating expenses
1,450 (1,450) -
INCOME (LOSS) FROM OPERATIONS (11,447,076) 11,311,923 (135,153)
OTHER INCOME/(EXPENSES)
Interest income
- - -
Other income (loss), net
- - -
INCOME (LOSS) BEFORE INCOME TAXES (11,447,076) 11,311,923 (135,153)
Minority interest 565,596 (565,596)(3)
-
Income taxes
- - -
NET INCOME (LOSS) (10,881,480) 10,746,327 (135,153)
FOREIGN CURRENCY TRANSLATION GAIN
- - -
$ $
INCOME (LOSS) BEFORE DISCONTINUOUS OPERATIONS (10,881,480) 10,746,327 (135,153)
Loss from discontinued operations (10,746,327)(4) (10,746,327)
-
Loss form disposal of discontinued (4,855,165)(5) (4,855,165)
operations
LOSS FROM DISCONTINUED OPERATIONS, NET (15,601,492) (15,601,492)
-
COMPREHENSIVE INCOME (LOSS) (10,881,480) (4,855,165) (15,736,645)
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic and diluted 7,700,807 7,700,807
LOSS PER SHARE
Basic and diluted (1.41) (2.04)
The accompanying notes are an integral part of the Unaudited Pro Forma Combined Financial Statements
F-3
NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
(1) To remove the revenue of Haitong from the Company's revenue.
(2) To remove the expenses of Haitong from the Company's expenses.
(3) To remove the minority interest that representing the 5% ownership
interest of Haitong that was not consolidated to the Company.
(4) To report a loss from discontinuous operations of Haitong due to operating
loss of Haitong.
(5) To report a loss from discontinuous operations of Haitong due to loss on
disposal of Haitong.
F-4