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, 2004

|_|  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 March 31,
2004,  was  7,700,807.

Transitional Small Business Disclosure Format (Check one): Yes |_| No |X|


<PAGE>
<TABLE>
<CAPTION>
                         HUAYANG INTERNATIONAL HOLDINGS, INC.

                                     FORM 10-QSB

                                        INDEX


                                                                                 Page
                                                                                 ----
<S>                                                                              <C>
PART I  - FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets                                      1

         Condensed Consolidated Statements of Operations and Comprehensive Loss     2

         Condensed Consolidated Statements of Cash Flows                            3

         Notes to Condensed Consolidated Financial Statements                     4-7

Item 2.  Management's Discussion and Analysis or Plan of Operation               8-11

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
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS


                                                    March 31,     December 31,
                                                      2004            2003
                                                   (Unaudited)
                                                  -------------  --------------
<S>                                               <C>            <C>
ASSETS
------
  Real estate rental property, net                $  6,591,908   $   6,681,080
  Real estate held for development and sale          2,603,460       2,603,586
  Cash and cash equivalents                            350,405         302,172
  Accounts receivable                                    7,885             520
  Due from related company, net of allowance for
    doubtful accounts of 9,196,457                   2,412,052       2,505,987
  Property and equipment, net                        1,243,022       1,252,909
  Other assets                                          26,045          25,995
                                                  -------------  --------------

  TOTAL ASSETS                                    $ 13,234,777   $  13,372,249
                                                  =============  ==============

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES:
  Accounts payable and accrued liabilities        $    649,779   $     778,868
  Bank loans                                         3,298,257       3,298,416
  Due to related parties                             1,904,657       1,760,772
  Taxes payable                                      2,348,314       2,348,849
  Minority interest                                    177,972         183,905
                                                  -------------  --------------

  TOTAL LIABILITIES                                  8,378,979       8,186,905
                                                  -------------  --------------

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                              (13,666,113)    (13,520,739)
  Accumulated other comprehensive income                25,604          25,871
                                                  -------------  --------------

  TOTAL SHAREHOLDERS' EQUITY                         4,855,798       5,001,439
                                                  -------------  --------------

  TOTAL LIABILITIES AND SHAREHOLDERS'
  EQUITY                                          $ 13,234,777   $  13,372,249
                                                  =============  ==============
<FN>

    The accompanying notes are an integral part of these condensed consolidated
                              financial statement.
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
               CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
                               COMPREHENSIVE LOSS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (UNAUDITED)


                                                          2004         2003
                                                       -----------  -----------
<S>                                                    <C>          <C>
REVENUES
  Real estate rental income                            $   84,055   $  146,221
                                                       -----------  -----------

  Total Revenues                                           84,055      146,221
                                                       -----------  -----------

COSTS AND EXPENSES
  Real estate operating expenses                           74,342       85,342
  Depreciation expense                                     98,676       91,312
  Interest expense                                         62,344       62,178
                                                       -----------  -----------

  Total Costs and Expenses                                235,362      238,832
                                                       -----------  -----------

Loss Before Income Taxes                                 (151,307)     (92,611)
Income taxes                                                    -            -
                                                       -----------  -----------

Loss Before Minority Interest                            (151,307)     (92,611)
Minority interest                                           5,933        2,631
                                                       -----------  -----------

Net Loss                                                 (145,374)     (89,980)
Other comprehensive income
  Foreign currency translation                               (267)           -
                                                       -----------  -----------

Comprehensive Loss                                     $ (145,641)  $  (89,980)
                                                       ===========  ===========

Weighted average shares outstanding:
  Basic and diluted                                     7,700,807    7,700,807
                                                       ===========  ===========


  Basic and diluted loss per share                     $    (0.02)  $    (0.01)
                                                       ===========  ===========
<FN>

    The accompanying notes are an integral part of these condensed consolidated
                              financial statement.
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH
                                31, 2004 AND 2003
                                   (UNAUDITED)


                                                            2004        2003
                                                         ----------  ----------
<S>                                                      <C>         <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                 $(145,374)  $ (89,980)
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Depreciation                                              98,676      91,312
  Minority interest                                         (5,933)     (2,631)
Changes in operating assets and liabilities:
  Decrease in due from related parties                      93,935     378,385
  Increase in accounts receivable                           (7,365)          -
  Increase in other assets                                     (50)    (45,802)
  Increase(decrease) in accounts payable and accrued
    liabilities                                             14,798    (124,973)
  (Decrease) increase in taxes payable                        (535)     16,537
                                                         ----------  ----------

  Net cash used by operating activities                    (44,713)   (155,537)
                                                         ----------  ----------

CASH FLOW FROM INVESTING ACTIVITIES
  Advances from related parties                             93,935     378,385
                                                         ----------  ----------

  Net cash provided by investing activities                 93,935     378,385
                                                         ----------  ----------

CASH FLOW FROM FINANCING ACTIVITIES                              -           -
                                                         ----------  ----------

NET INCREASE IN CASH                                        48,152     222,848

Effect of exchange rate changes on cash                         81           -

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             302,172         110
                                                         ----------  ----------

CASH, END OF PERIOD                                      $ 350,405   $ 222,958
                                                         ==========  ==========

SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid                                          $       -   $ 120,482
                                                         ==========  ==========
  Income taxes paid                                      $       -   $       -
                                                         ==========  ==========
<FN>

    The accompanying notes are an integral part of these condensed consolidated
                              financial statement.
</TABLE>


                                        3
<PAGE>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.   REPORTING ENTITY

     The  condensed  consolidated  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  was  incorporated under the laws of the State of Nevada in the United
     States. HAITONG was incorporated under the laws of the People's Republic of
     China  (PRC).

2.   CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND FOOTNOTES

     The  interim  condensed  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  consolidated  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 balance
     sheet  information  as  of  December  31, 2003 was derived from the audited
     consolidated  financial  statements included in the Company's Annual Report
     Form 10-KSB. The condensed consolidated financial statements should be read
     in conjunction with the Company's consolidated financial statements for the
     year  ended  December  31,  2003  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  consolidated
     financial  position  of  the  Company  as of March 31, 2004, the results of
     operations  for  the  three  months  ended  March  31,  2004  and  2003,
     respectively.  Interim  results are not necessarily indicative of full year
     performance  because  of  the impact of seasonal and short-term variations.


                                        4
<PAGE>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3.   USE OF ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements,  and  the  reported  amounts of revenue and expenses
     during  the reporting period. Actual results when ultimately realized could
     differ  from  those  estimates.


4.   FAIR VALUE OF FINANCIAL INSTRUMENTS

     The  carrying  value  of  financial  instruments  including  cash  and cash
     equivalents,  receivables,  accounts payable and accrued expenses and debt,
     approximates  their  fair value at March 31, 2004 and December 31, 2003 due
     to  the  relatively  short-term  nature  of  these  instruments.

5.   GOING CONCERN

     The  Company's  condensed  consolidated  financial  statements  have  been
     presented  on  the basis that it is a going concern, which contemplates the
     realization  of  assets  and  the satisfaction of liabilities in the normal
     course  of  business.  The Company has a net loss of $145,374 for the three
     months  ended  March 31, 2004, and has an accumulated deficit of$13,666,113
     as  of March 31, 2004. These matters raise substantial doubt its ability to
     continue  as  a  going  concern.

     The  Company is dependent on the management company to collect revenues and
     to  make  payments  on a timely basis. As of March 31, 2004, the management
     company  owed  the  Company  $11,608,509, against which $9,196,457 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.
     On  January  30,  2004,  the  management  company  signed  and  executed  a
     promissory  note  for  an amount of $2,532,000 in favor of the Company. The
     promissory  note  is  repayable  by  installments  as  follows:

<TABLE>
<CAPTION>
     Period                             Installment payment schedule
     ------                             ----------------------------
<S>                                     <C>

     Year 2004                          Monthly installments of $24,000
     Year 2005                          Quarterly installments of $121,000
     Year 2006                          Quarterly installments of $181,000
     First three quarters of year 2007  Quarterly installments of $266,000
     Fourth quarter of year 2007        Final payment of $238,000
</TABLE>


                                        5
<PAGE>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5.   GOING CONCERN (CONT'D)

     The  promissory  note  bears  interest  at 5.5% per annum. In addition, the
     promissory  note  is secured by a security agreement dated January 30, 2004
     executed  by the related company for the benefit of the Company whereby the
     related  company  grants  and conveys to the Company a security interest in
     all of its fixed and current assets which it owns. According to the related
     company's  management  accounts,  the  related  company had unaudited total
     assets  and  unaudited  net  assets of approximately $17.9 million and $6.2
     million,  respectively  as  of  December  31,  2003.

     Should  the  management company continue to fail 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.   REAL ESTATE RENTAL PROPERTY AND REAL ESTATE HELD FOR DEVELOPMENT AND SALE

     As of March 31, 2004, real estate comprised the following:

<TABLE>
<CAPTION>
                                               Held for rental    Held for sale
                                              -----------------  ---------------
<S>                                           <C>                <C>

     Cost                                     $     17,769,956   $    3,788,179
     Less:  Accumulated depreciation and
            amortization                            (1,517,106)               -
            Provision for impairment                (9,660,942)      (1,184,719)
                                              -----------------  ---------------

     Net book value                           $      6,591,908   $    2,603,460
                                              =================  ===============
</TABLE>

7.   BANK LOANS

     The  Company's  bank  loans bear interests at a rate of 6.44% per annum and
     are  secured  by the Company's real estate and guaranteed by its subsidiary
     HAITONG.  The bank loans are currently in default and management is working
     with  the  respective  banks  to extend the repayment terms or sell certain
     properties  to  offset the loan balance with the proceeds. According to the
     terms in of the loan agreements, the banks have the right to impose default
     interests  at  a  daily  rate  of  0.021%.


                                        6
<PAGE>
               HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

8.   EARNINGS PER SHARE

     Basic earnings per share is computed by dividing income available to common
     shareholders  by  the  weighted-average number of common shares outstanding
     during  the period. Diluted earnings per share is computed similar to basic
     earnings  per share except that the denominator is increased to include the
     number  of additional common shares that would have been outstanding if the
     potential  common  shares  have  been  issued  and if the additional common
     shares  were  dilutive.  There are no differences between basic and diluted
     EPS  as  of  March  31, 2004 and 2003 as the effect would be anti-dilutive.

9.   TAXES

     Taxes  are  calculated  on a separate entity basis because consolidation is
     not  allowed  for tax purposes in the PRC. Any tax benefit arising from the
     operating  losses  in  the  United  States  of America is fully offset by a
     valuation  allowance.

     It is management's intention to reinvest all the income attributable to the
     Company  earned  by  its  operations  outside the United States of America.
     Accordingly,  no  United States of America corporate income taxes have been
     provided  in  these  consolidated  financial  statements,  companies  with
     operations  in  the PRC may be subject to PRC income tax. The PRC statutory
     income  tax  rate  for  the  company  is  33%. There are no income taxes on
     capital  gains.

     In  addition,  the  Company  is  required to pay Business Tax (5%) and Land
     Value  Added Tax (1%) on certain real estate sales. The Company is required
     to  pay  Business  Tax  (5%)  and  Real  Estate Tax (12%) on rental income.


                                        7
<PAGE>
       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.

FIRST QUARTER OVERVIEW

During the first quarter of 2004, 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 March 31, 2004

Revenues

Real  estate  rental  income  for  the  three  months  ended March 31, 2004 were
$84,055,  down  42.5%  from  $146,221 for the three months ended March 31, 2003.
The  reasons  for  the significant drop included (1) the average rent per square
meter  has  decreased  due  to  competition  from two new office towers near the
Company's  property;  and  (2) the total area leased out decreased by 24% due to
the  declining  property market condition following the outbreak of Severe Acute
Respiratory  Syndrome  (or  known as SARS, an atypical pneumonia which was first
reported  and  recognized  in  February  2003)  in  China  around  mid  2003.


                                        8
<PAGE>
Costs and Expenses

Total costs and expenses in the three months ended March 31, 2004 were $235,362,
which  decreased  slightly  by 1.5% from $238,832 of total costs and expenses in
the  three  months  ended  March  31,  2003.

For  the  three  months ended March 31, 2004, depreciation expenses increased by
8.1%  to $98,676 from $91,312 for the same period in 2003. Interest expenses for
the three months ended March 31, 2004 was $62,344, which increased only slightly
by  0.3%  from  $62,178  for the three months ended March 31, 2003, because bank
loans  remain  at  the  same  level.  On  the  other hand, real estate operating
expenses  decreased  by 12.9% to $74,342 from $85,342 in the same period in 2003
because  the  Company  refurbished  the  lobby  of  its  real  estate  in  2003.

Net Loss

For the three months ended March 31, 2004, net loss was $145,374, as compared to
$89,980  for  the  three months ended March 31, 2003.  Net loss per share, basic
and diluted, was $0.02 for the three months ended March 31, 2004, as compared to
$0.01  for  the  same  period  in  2003.  The widening of loss was caused by the
significant  decrease  in  rental  income  as  discussed  above.

LIQUIDITY AND CAPITAL RESOURCES

The Company's condensed consolidated financial statements have been presented on
the  basis  that  it  is  a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of business. The
Company  has  a  net loss of $145,374 for the three months ended March 31, 2004,
and has an accumulated deficit of$13,666,113 as of March 31, 2004. These matters
raise  substantial  doubt  its  ability  to  continue  as  a  going  concern.

Our liquidity consists of cash, receivables and receipts from rental activities.
As  of  March  31, 2004, our cash balance was $350,405. 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.

As  of  March 31, 2004, a related company owed to us in the amount of $2,412,052
(net  of  allowance  for  doubtful  accounts  of  $9,196,457), against which the
related  company  has  signed  and  executed  a promissory note for an amount of
$2,532,000  dated January 30, 2004 in favor of the Company.  The promissory note
is  repayable  by  installments  as  follows:

                                        9
<PAGE>
<TABLE>
<CAPTION>
     Period                             Installment payment schedule
     ------                             ----------------------------
<S>                                     <C>
     Year 2004                          Monthly installments of $24,000
     Year 2005                          Quarterly installments of $121,000
     Year 2006                          Quarterly installments of $181,000
     First three quarters of year 2007  Quarterly installments of $266,000
     Fourth quarter of year 2007        Final payment of $238,000
</TABLE>

The  promissory  note  bears  interest  at  5.5%  per  annum.  In  addition, the
promissory  note  is  secured  by  a  security  agreement dated January 30, 2004
executed  by  the  related  company  for  the benefit of the Company whereby the
related  company grants and conveys to the Company a security interest in all of
its  fixed and current assets which it owns.  According to the related company's
management  accounts,  the  related  company  had  unaudited  total  assets  and
unaudited  net  assets  of  approximately  $17.9  million  and  $6.2  million,
respectively  as  of  December  31,  2003.

We  do  not  have any material commitments for capital expenditures for the year
ending  December  31,  2004.  We  anticipate, based on the scale of our existing
operations  and  apart from the requirement to repay our bank loans as discussed
below,  that  our  projected  cash  flows from operations would be sufficient to
support  our  planned  operations  for  the  next  twelve  months.

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,  2004,  we  had  total  bank debt of $3,298,257. We also owed
$1,760,770  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,
2004,  our  lenders held an aggregate of $3,298,257 of liens against the Mansion
as security for bank loans of the same amount. We are in default under such bank
loans.  The  loans are immediately due and payable and the bank may foreclose on
the  Mansion, which would have a material adverse effect on us. We are currently
working  with the respective banks to extend the repayment terms or sell certain
properties  to  offset  the  loan  balance  with  the  proceeds.


                                       10
<PAGE>
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
consolidated 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  consolidated  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 three
months  ended  March  31,  2004  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,  2004  and  has  no  plans  to  do  so  within  the  next  twelve  months.


                        Item 3.  Controls and Procedures

As  of  the  end  of the period covered by this report, the Company conducted an
evaluation  under  the  supervision  and with the participation of the principal
executive  officer  and principal financial officer, of the Company's disclosure
controls  and  procedures  (as defined in Rule 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the  principal  executive  officer and the principal financial officer concluded
that  the  Company's  disclosure controls and procedures are effective to ensure
that  information  required  to  be  disclosed by the Company in reports that it
files  or  submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in Securities and Exchange Commission
rules  and  forms.


                                       11
<PAGE>
                          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

<TABLE>
<CAPTION>
     Exhibit
     Number           Description
     -------          -----------
<C>                   <S>
     31.1             Certification of the Chief Executive Officer pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002
     31.2             Certification of the Chief Financial Officer pursuant to
                      Section 302 of the Sarbanes-Oxley Act of 2002
     32.1             Certification by Chief Executive Officer Pursuant to Rule
                      13a-14(b) and 18 U.S.C. Section 1350
     32.2             Certification by Chief Financial Officer Pursuant to Rule
                      13a-14(b) and 18 U.S.C. Section 1350
</TABLE>

(b)  Reports on Form 8-K

     There was no report filed on the Form 8-K during the three months ended
     March 31, 2004.


                                       12
<PAGE>
                                   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:


                              /s/ Wang Yufei
                              ------------------------------------
                              Name: Wang Yufei
                              Title:  Secretary, Chief Financial
                              Officer and Director

                              Date:


                                       13
<PAGE>