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|


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

                                   FORM 10-QSB

                                      INDEX



                                                                       Page
                                                                       ----
<S>                                                                    <C>
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
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
               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)
                                                   ---------------  --------------
<S>                                                <C>              <C>
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
                                                   ===============  ==============
</TABLE>


         The accompanying notes are an integral part of this statement.


                                        1
<PAGE>
<TABLE>
<CAPTION>
                       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
                                              -----------  ------------  -----------  ------------
<S>                                           <C>          <C>           <C>          <C>
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
                                              ===========  ============  ===========  ============
</TABLE>


         The accompanying notes are an integral part of this statement.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                 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
                                                              ----------  ------------
<S>                                                           <C>         <C>
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                                           $       -   $         -
                                                              ==========  ============
</TABLE>


         The accompanying notes are an integral part of this statement.


                                        3
<PAGE>
               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
<PAGE>
     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:

<TABLE>
<CAPTION>
                                             As previously
                                               reported       As restated
<S>                                         <C>              <C>
     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
</TABLE>


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
<PAGE>
     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
<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.

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
<PAGE>
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
<PAGE>
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
<PAGE>
     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
<PAGE>
     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
<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    Document Description
<C>       <S>

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
</TABLE>


(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
<PAGE>
(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


<TABLE>
<CAPTION>
                                  EXHIBIT INDEX


Exhibit
number    Document Description
<C>       <S>

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
</TABLE>


                                       13
<PAGE>