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 March 31, 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 incorporation or organization) Identification Number) 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 May 10, 2003, was 7,700,807. Transitional Small Business Disclosure Format (Check one): Yes |_| No |X| HUAYANG INTERNATIONAL HOLDINGS, INC. INDEX PART I - FINANCIAL INFORMATION Item 1. Financial Statements Item 2. Management's Discussion and Analysis or Plan of Operation Item 3. Controls and Procedures PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults Upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K PART I - FINANCIAL INFORMATION Item 1. Financial Statements HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Pages ----- Consolidated Balance Sheets F-3 Consolidated Statements of Operations and comprehensive loss F-4 Consolidated Statements of Cash Flows F-5 Notes to Consolidated Financial Statements F-6 to F-7 HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2003 AND DECEMBER 31, 2002 (UNITED STATES DOLLARS) March 31 December 31 2003 2002 ----------- ----------- (Unaudited) (Audited) ASSETS Assets: Real estate rental property, net of accumulated depreciation of $1,158,503 at March 31, 2003 and $1,069,896 at December 31, 2002 $16,562,426 $16,651,031 Real estate held for development and sale 3,777,727 3,777,727 Cash 222,958 110 Due from related company, less allowance for doubtful accounts of $9,171,084 3,638,013 4,016,398 Property and equipment, net 1,291,956 1,294,663 Other assets 77,549 31,747 ----------- ----------- Total assets $25,570,629 $25,771,676 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Accounts payable and accrued liabilities $ 468,892 $ 593,865 Bank loans 3,289,157 3,289,157 Due to related companies 1,760,769 1,760,769 Other taxes payable 3,565,253 3,548,716 ----------- ----------- Total liabilities 9,084,071 9,192,507 ----------- ----------- Minority interest 746,870 749,501 ----------- ----------- 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 (2,729,239) (2,639,259) Accumulated other comprehensive income (27,380) (27,380) ----------- ----------- Total shareholders' equity 15,739,688 15,829,668 ----------- ----------- Total liabilities and shareholders' equity $25,570,629 $25,771,676 =========== =========== The accompanying notes are an integral part of this statement. F-3 HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNITED STATES DOLLARS) Restated 2003 2002 ----------- ----------- (Unaudited) (Unaudited) Revenues Real estate rental income $ 146,221 $ 513,366 ----------- ----------- Total revenues 146,221 513,366 ----------- ----------- Costs and expenses Real estate operating expenses 85,342 118,326 Depreciation expense 91,312 208,243 Interest expense 62,178 326,320 ----------- ----------- Total costs and expenses 238,832 652,889 ----------- ----------- Loss before income taxes (92,611) (139,523) Income taxes - - ----------- ----------- (92,611) (139,523) Minority interest 2,631 9,723 ----------- ----------- Income (loss) from continuing operations (89,980) (129,800) Discontinued operations Loss from investment in affiliates net of interest - (206,374) ----------- ----------- Net loss (89,980) (336,174) Other comprehensive loss Foreign currency translation - (2,564) ----------- ----------- Comprehensive loss $ (89,980) $ (338,738) =========== =========== WEIGHTED AVERAGE SHARES OUTSTANDING Basic and diluted 7,700,807 7,500,807 BASIC AND DILUTED LOSS PER SHARE: Income (loss) from continuing operations $(0.01) $(0.02) Loss from investment in affiliates 0.00 (0.03) ----------- ----------- Net loss $(0.01) $(0.05) =========== =========== The accompanying notes are an integral part of this statement. F-4 HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (UNITED STATES DOLLARS) Restated 2003 2002 ----------- ----------- (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) $ (89,980) $ (336,174) Adjustments to reconcile net income to net cash provided by operating activities: Real estate development costs - (905,024) Depreciation 91,312 208,243 Loss from investment in affiliates - 357,420 Due from related parties 378,385 440,303 Decrease (increase) in other assets (45,802) 56,427 Increase in accounts payable and accrued liabilities (124,973) 383,235 Increase in deferred interest income - 37,761 Increase in other tax payable 16,537 - Other - (46,981) Decrease in minority interest (2,631) (9,723) ----------- ----------- Net cash provided by operating activities 222,848 185,487 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment - (182,892) ----------- ----------- NET (INCREASE) DECREASE IN CASH 222,848 2,595 Effect of exchange rate changes on cash - (2,564) CASH, beginning of year 110 253 ----------- ----------- CASH, end of year $ 222,958 $ 284 =========== =========== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid $120,482 $2,479 =========== =========== Income taxes paid $- $- =========== =========== F-5 HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 - Reporting entity The financial statements of Huayang International Holdings, Inc. and Subsidiary (HIHI) 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). Note 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 March 31, 2003, the results of operations for the three months ended March 31, 2003 and 2002, respectively. Interim results are not necessarily indicative of full year performance because of the impact of seasonal and short-term variations. 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. Note 3 - Segment reporting The Company currently is 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. Note 4 - Prior period adjustment The accompanying financial statements for the quarter ended March 31, 2002 has 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 March 31, 2002: F-6 As previously As Reported Restated Balance Sheet: Deferred tax assets $ 651,030 - Income taxes payable $ 2,892,588 - Deferred tax payable $ 818,495 - Retained earnings $ 3,008,177 $ 5,871,308 Statement of Operations: Rental income $ 535,218 $ 513,366 Income taxes $ 141,202 - Net loss $ (455,425) $ (336,174) F-7 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. 8 FIRST QUARTER OVERVIEW During the first quarter of 2003, the Company continued its business to sell and lease its real estate properties in the Huayang International 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 Revenues Revenues for the three months ended March 31, 2003 were $146,221, down 71.5% from $513,366 for the three months ended March 31, 2002. This drop was primarily due to decreasing annual rent per square meter, and the fact that the Company also lost several tenants including a major tenant. Costs and Expenses Total costs and expenses in the first three months of 2003 were $238,832, which was 63.4% lower than $652,889 of total costs and expenses in the first three months of 2002. This decrease was primarily due to significant decreases in depreciation costs and interest expenses, which were a direct result of reduced bank loans. In the first quarter of 2003, depreciation expenses dropped 56.2% to $91,312 from $208,243 in the same period of 2002, interest expenses dropped 81.0% to $62,178 from $326,320 in the same period of 2002, and real estate operating expenses dropped 27.9% to $85,342 from $118,326 in the same period of 2002. Net Loss For the first quarter of 2003, net loss from continued operations was $89,980, decreased 30.7% from a loss of $129,800 in the same period of 2002. The Company's net loss for the first quarter of 2003 was $89,980, a decrease of 73.2% as compared to a net loss of $336,174 in the first quarter of 2002 which included a loss of $206,374 from the discontinued Hotel Group operations. Net loss per share, basic and diluted, was $0.01, compared to a net loss per share of $0.05 in the same period of 2002. 9 LIQUIDITY AND CAPITAL RESOURCES Our liquidity consists of cash, receivables, real estate held for development and sale and receipts from rental activities. As of March 31, 2003, our cash balance was $222,958. Our past operations were supported by related companies which from time to time lend 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 for the year ending December 31, 2003. 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 March 31, 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 March 31, 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. The management company currently owes the Company $3,638,013, plus $9,171,084 which 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 to pay obligations as they come due, it could impair the ability of the Company to continue as a going concern. 10 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 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 first quarter ended March 31, 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 March 31, 2003 and has no plans to do so within the next twelve months. 11 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. 12 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 13. Exhibits and Reports on Form 8-K (a) Exhibits Exhibit Number Document Description ------ -------------------- 99.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification by 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 first quarter of 2003, the Company filed the following reports on Form 8-K: (1) On March 21, 2003, the Company also filed an amended 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. On April 11, 2003, the Company filed 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. 13 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. /s/ Gao WanJun ------------------------------------ Name: Gao WanJun Title: Chairman, President and Chief Executive Officer Date: May 13, 2003 /s/ Wang Yufei ------------------------------------ Name: Wang Yufei Title: Secretary, Chief Financial Officer and Director Date: May 13, 2003 EXHIBIT INDEX Exhibit Number Document Description ------ -------------------- 99.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 14 CERTIFICATIONS I, Gao Wanjun, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Huayang International Holdings, Inc.; 2. Based on my knowledge, this annual 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 annual 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 annual 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 15 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: May 13, 2003 /s/ Gao Wanjun _____________________________________ Gao Wanjun Chief Executive Officer 16 I, Mary Wang, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Huayang International Holdings, Inc.; 2. Based on my knowledge, this annual 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 annual 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 annual 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 17 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: May 13, 2003 /s/ Wang Yufei __________________________ Wang Yufei Chief Financial Officer 18