U.S. 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): March 1, 2003
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HUAYANG INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-30173 58-1667944
(State or other) (Commission (I.R.S. Employer
jurisdiction File Number) Identification Number)
of incorporation
386 Qing Nian Avenue, Shenyang, China 110004
(Address of principal executive offices) (Zip Code)
011 (86)(24) 2318-0688
(Issuer's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
(a)(i) On March 1, 2003, Huayang International Holdings, Inc. (the "Company")
dismissed the firm of Moore Stephens Wurth Frazer and Torbet, LLP ("MSWFT")
as the Company's independent auditors.
(ii) MSWFT's reports of the financial statements of the Company for each of the
past two fiscal years ending December 31, 2001 and 2000 did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principles.
(iii)The decision to dismiss MSWFT was recommended by the Audit Committee and
unanimously approved by the Company's Board of Directors.
(iv) During the Company's two most recent fiscal years and the subsequent
interim period preceding the termination of the client-auditor relationship
on March 1, 2003, there were no disagreements with MSWFT on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of MSWFT, would have caused MSWFT to make reference to the
subject matter of the disagreements in connection with their audit report
with respect to the financial statements of the Company.
(v) During the Company's two most recent fiscal years there was no disagreement
or difference of opinion with MSWFT regarding any "reportable event," as
that term is defined in Item 304(a)(1)(v) of Regulation S-K.
(vi) The Company has requested that MSWFT review the disclosure and furnish the
Company with a letter addressed to the Commission stating whether it agrees
with the above statements and, if not, stating the respects in which it
does not agree. Such letter is filed as an exhibit to this Report.
(b)(i) On March 1, 2003, the Company engaged Thomas Leger & Co. LLP ("TLC") as
its new independent accountants. The decision to engage TLC was recommended
by the Audit Committee and unanimously approved by the Company's Board of
Directors.
(ii) Prior to the engagement of TLC, the Company did not consult with such firm
regarding the application of accounting principals to a specific
transaction, either completed or contemplated, or any matter that was the
subject of a disagreement or event identified in response to Item
304(a)(1)(iv) of Regulation S-B. The Company also did not consult with TLC
regarding the type of audit opinion which might be rendered on the
Company's financial statements and no oral or written report was provided
by TLC.
Item 7. Exhibits
16.1 Letter from Moore Stephens Wurth Frazer and Torbet, LLP Dated
March 17, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Huayang International Holdings, Inc.
Date: March 17, 2003 /s/ Gao WanJun
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Name: Gao WanJun
Title: President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit
Number Description
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16.1 Letter from Moore Stephens Wurth Frazer and Torbet, LLP
Dated March 17, 2003