U.S. Securities and Exchange Commission
                        Washington, D.C. 20549


                             Form 10-QSB


(Mark One)

      [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
            THE SECURITIES EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 2001
                                     -------------
or

      [ ]   TRANSITION REPORT PURSUANT TO 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 Company as specified in its charter)

                 Nevada                                  58-1667944
 (State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                     Identification Number)

 386 Qing Nian Avenue, Shenyang, China                    110003
 (Address of principal executive offices)                (Zip code)

                              011 (86)(24) 2318-0688
                   (Issuer's telephone number, including area code)

The number of shares of common stock, par value $0.02,
outstanding on September 30, 2001, was 7,500,807.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]



PART I.  FINANCIAL INFORMATION

ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS (Condensed Format)


HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2001 AND DECEMBER 31,  2000

<TABLE>
<CAPTION>
                                                September 30,              December 31,
                                                    2001                      2000
                                                  ---------                -----------
                                                  Unaudited                  Audited
<S>                                             <C>                      <C>
ASSETS

ASSETS:
  Real estate rental property, net of
    accumulated depreciation of
    $714,746 at September 30, 2001 and
    $555,647 at December 31, 2000               $ 30,867,952             $ 30,979,816
  Real estate held for development and sale        5,668,759                5,674,648
  Cash                                                   277                      851
  Due from related companies                      15,187,197               10,087,408
  Investment in affiliates                        14,163,008               15,343,007
  Property and equipment, net                      1,446,306                1,482,376
  Deferred tax asset                                 336,925                   -
  Other assets                                       236,867                   67,927
                                                  ----------               ----------
        Total assets                            $ 67,907,291             $ 63,636,033

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  Accounts payable and accrued liabilities      $  7,842,346             $  4,384,485
  Bank loans                                      17,268,427               17,286,367
  Due to related companies                        15,287,771               15,266,821
  Income taxes payable                             2,715,161                1,993,187
  Deferred income taxes payable                      480,305                  337,145
  Deferred interest income                           483,441                  370,158
                                                  ----------               ----------
        Total liabilities                         44,077,451               39,638,163
                                                  ----------               ----------
MINORITY INTEREST                                  1,133,938                1,092,009
                                                  ----------               ----------
SHAREHOLDERS' EQUITY:
  Common Stock, $0.02 par value, authorized
    50,000,000 shares, 7,500,807 shares issued
    and outstanding                                  150,016                  150,016
  Paid-in capital                                 18,296,291               18,296,291
  Accumulated other comprehensive income              16,507                   36,743
  Retained earnings                                4,233,088                4,422,811
                                                  ----------               ----------
        Total shareholders' equity                22,695,902               22,905,861
                                                  ----------               ----------
                Total liabilities and
                  shareholders' equity          $ 67,907,291             $ 63,636,033
                                                  ==========               ==========

</TABLE>

The accompanying notes are an integral part of this statement.


HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                    -----------------------      -----------------------
                                      Three Months Ended            Nine Months Ended
                                    Sept. 30,      Sept. 30,      Sept. 30,      Sept. 30,
                                      2001           2000           2001           2000
                                    ---------      ---------      ---------      ---------
                                    Unaudited      Unaudited      Unaudited      Unaudited
<S>                                <C>            <C>            <C>            <C>
REVENUES:
  Real estate sales                $    -         $    -         $    -         $ 1,012,336
  Real estate rental income          1,132,990        920,002      3,294,291      1,954,368
  Interest income                      151,046        151,048        453,138        453,138
                                     ---------      ---------      ---------      ---------
      Total revenues                 1,284,036      1,071,050      3,747,429      3,419,842
                                     ---------      ---------      ---------      ---------
COSTS AND EXPENSES:
  Cost of real estate sold              -              -              -             662,613
  Real estate operating expenses            37          8,876         76,052         38,799
  Depreciation                         205,220         64,961        611,277        195,925
  Interest expense                     324,454        171,047        964,741        507,762
  Other operating expenses              40,119         27,500        112,048        197,180
                                     ---------      ---------      ---------      ---------
      Total costs and expenses         569,830        272,384      1,764,118      1,602,279
                                     ---------      ---------      ---------      ---------
LOSS FROM INVESTMENT IN AFFILIATES     352,375         -           1,184,307         -
                                     ---------      ---------      ---------      ---------
INCOME BEFORE INCOME TAXES AND
  MINORITY INTEREST                    361,831        798,666        799,004      1,817,563

PROVISION FOR INCOME TAXES             319,281         26,281        946,798        338,181
                                     ---------      ---------      ---------      ---------
(LOSS) INCOME BEFORE MINORITY
  INTEREST                              42,550        772,385       (147,794)     1,479,382

MINORITY INTEREST                      (16,539)       (33,850)       (41,929)       (65,737)
                                     ---------      ---------      ---------      ---------
NET INCOME (LOSS)                       26,011        738,535       (189,723)     1,413,645

OTHER COMPREHENSIVE INCOME:
  Foreign currency translation
    adjustments                        (33,033)        (9,584)       (20,236)        (4,736)
                                     ---------      ---------      ---------      ---------
COMPREHENSIVE (LOSS) INCOME        $    (7,022)   $   728,951    $  (209,959)   $ 1,408,909
                                     =========      =========      =========      =========
NET INCOME (LOSS) PER SHARE
(basic and diluted)                $      0.00    $      0.10    $     (0.03)   $      0.19
                                     =========      =========      =========      =========

</TABLE>

The accompanying notes are an integral part of this statement.


HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000

<TABLE>
<CAPTION>

                                                      ---------------------------
                                                           Nine Months Ended
                                                       Sept. 30,        Sept. 30,
                                                         2001             2000
                                                      ----------       ----------
                                                      Unaudited        Unaudited

<S>                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss) income                                  $  (189,723)     $ 1,413,645
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Gain on sales of real estate                        -              (349,723)
      Net cash proceeds from sales of real estate         -             1,012,336
      Real estate development costs                      117,753         (419,435)
      Depreciation                                       611,277          195,925
      Loss from investment in affiliates               1,184,307           -
      Change in investment in affiliates due to
        currency translation                              (4,308)          (1,048)
      Increase in deferred tax assets                   (336,925)          -
      Increase in other assets                          (168,940)         (21,567)
      Increase in accounts payable and accrued
        liabilities                                    3,457,861          636,979
      Increase in deferred income taxes payable          143,160           69,642
      Increase in deferred interest income               113,283          101,956
      Increase in income taxes payable                   721,974           32,834
      Increase in comprehensive income                   (20,236)          (4,736)
                                                       ---------        ---------
          Net cash provided by operating activities    5,629,483        2,666,808
                                                       ---------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                 (575,207)          (9,936)
                                                       ---------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Repayments to short term bank loans                    (17,940)         (14,577)
  Repayments to related companies                     (5,078,839)      (2,768,192)
  Increase in minority interest                           41,929           66,267
                                                       ---------        ---------
          Net cash used in financing activities       (5,054,850)      (2,716,502)
                                                       ---------        ---------
NET DECREASE IN CASH                                        (574)         (59,630)

CASH, beginning of period                                    851          133,909
                                                       ---------        ---------
CASH, end of period                                  $       277      $    74,279
                                                       =========        =========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid (net of interest capitalized of
    $0 in 2001 and $277,975 in 2000)                 $     2,479      $   348,982
                                                       =========        =========
  Income taxes paid                                  $   124,868      $    -
                                                       =========        =========

</TABLE>

The accompanying notes are an integral part of this statement.


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, Changyang International Hotel (Shenyang) Co. Ltd. (HOTEL),
Changyuan (Shenyang) Park Ltd. (GARAGE) and Changhua (Shenyang)
Business Co. Ltd. (BUSINESS CENTER) collectively referred to as
HOTEL GROUP.

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 10 of Regulation S-X.  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, 2000 and notes thereto included in
HIHI's Form 10-KSB, dated March 30, 2001.

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, 2001, the
results of operations for the nine months ended September 30, 2001
and 2000, respectively.  Interim results are not necessarily
indicative of full year performance because of the impact of
seasonal and short-term variations.

Note 3 - Investment in affiliates

Investments in which the Company owns a 20% interest are accounted
for using the equity method.  These investments collectively
referred to as HOTEL GROUP consists of following as of September
30, 2001 and December 31, 2000:

		September 30,		December 31,
		2001		2000



<TABLE>
<CAPTION>

                                    September 30,          December 31,
                                        2001                  2000
                                    ------------           ------------
<S>                                 <C>                    <C>
Share of net assets                 $  5,771,608           $  6,951,607
Advances made                          8,391,400              8,391,400
                                    ------------           ------------
Totals                              $ 14,163,008           $ 15,343,007
                                    ============           ============

</TABLE>
<TABLE>
<CAPTION>

                                    Place of                Ownership     Principal
       Name                         Incorporation           Interest      Activity
                                    -----------------       ---------     ---------
       <S>                          <C>                     <C>           <C>
       Changyang International      The People's            20%           Hotel
        Hotel (Shenyang) Co. Ltd.   Republic of China                     operation
            (Hotel)

       Changhua (Shenyang)          The People's            20%           Business
        Business Co., Ltd.          Republic of China                     center,
        (Business Center)                                                 commercial
                                                                          retail

       Changhua (Shenyang)          The People's            20%           Car
        Business Co., Ltd.          Republic of China                     Parking
        (Garage)

</TABLE>

Shown below is summarized financial information relative to the
investments at September 30, 2001:

<TABLE>
<CAPTION>

                                          BUSINESS
                           HOTEL           CENTER             GARAGE            Total
                        ------------    ------------       ------------      -------------
<S>                     <C>             <C>                <C>               <C>
Balance Sheet
  Assets                $ 56,978,863    $ 32,648,012       $ 21,662,908      $ 111,289,783
  Liabilities             49,773,335      22,200,661         10,457,749         82,431,745
                        ------------    ------------       ------------      -------------
  Equity                   7,205,528      10,447,351         11,205,159         28,858,038
  Other shareholders'
    equity                 5,764,422       8,357,881          8,964,127         23,086,430
                        ------------    ------------       ------------      -------------
HIHI, equity            $  1,441,106    $  2,089,470       $  2,241,032      $   5,771,608
                        ============    ============       ============      =============
Revenue                 $     -         $     -            $     -           $      -
Depreciation               1,009,848         616,631            370,295          1,996,774
General expense            2,481,921         959,457            483,378          3,924,756
                        ------------    ------------       ------------      -------------
Net loss                $ (3,491,769)   $ (1,576,088)      $   (853,673)     $  (5,921,530)
                        ============    ============       ============      =============
HIHI share of loss      $   (698,354)   $   (315,218)      $   (170,735)     $  (1,184,307)
                        ============    ============       ============      =============
</TABLE>

The Hotel Group has not yet commenced operations and has not
generated revenues for the nine months ended as of September 30,
2001.  In accordance with Financial Accounting Standards no. 67,
the project changes from nonoperating to operating when it is
substantially completed and held available for occupancy or
operations upon completion of improvements but no later than one
year from cessation of major construction activities.  Starting
from January 1, 2001, all carrying costs, including interest, have
been charged to expense when incurred and depreciation expense has
been provided for the nine months ended September 30, 2001.

Note 4 - 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.


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

GENERAL

The following discussion of the financial condition and results
of operations should be read in conjunction with the consolidated
financial statements and related notes thereto.  The following
discussion contains certain forward-looking statements that
involve risks and uncertainties. Our actual results could differ
materially from the discussions herein.  Factors that could cause
or contribute to such differences include, but not limited to,
risks and uncertainties related to the general economic
situations in China and in the world, the availability for
additional funds, whether we can successfully manage the rapid
growth of the operations and our ability to operate profitably
after the initial growth period is completed.

RESULTS OF OPERATIONS

Revenues for the three months ended September 30, 2001 were $1,284,036,
increased 19.9% from $1,071,050 over the three months ended September
30, 2000. This increase was primarily attributable to a 23.1%
increase in revenues from real estate rental income. For the
third quarter of 2001, revenues from real estate rental income increased
to $1,132,990 from $920,002 over the third quarter of 2000. As of
September 30, 2001, the remaining real estate property held for sale and
net real estate rental property were $5,668,759 and $30,867,952. Interest
income was $151,046 for the three months ended September 30, 2001,
compared to $151,048 for the three months ended September 30, 2000.

Total costs and expenses were $569,830 in the three months ended
September 30, 2001, up 109.2% from $272,384 in the three months ended
September 30, 2000. This increase was primarily attributable to a
215.9% increase in depreciation expenses and an 89.7% increase in
interest expenses.  For the third quarter of 2001, depreciation
expenses increased to $205,220 from $64,961 and interest expenses
increased to $324,454 from $171,047 over the same period of 2000.
These increases were primarily due to the status change for
Podium A from non-operating to operating status in accordance
with Financial Accounting Standards no. 67.  Real estate
operating expenses for the three months ended September 30, 2001
decreased 99.6% to $37 from $8,876 of the same period of 2000,
caused by decreased real estate leasing efforts. In the third
quarter of 2001, other operating expenses increased 45.9% to
$40,119 from $27,500 in the third quarter of 2000.  The main
components of these expenses are legal and professional fees
related to the Company's filings with the SEC and NASD.  These
expenses were higher in the third quarter of 2001 due to the
Company's efforts to get its stock re-quoted on the OTC Bulletin
Board.

Due to certain interior decoration work, the Hotel completion
will continue to be postponed. Although the Company's major
partner in the Hotel which controls 70% of the Hotel Group
indicated that it would open early 2002, there is no guarantee
that such opening date would be achieved. Although the Hotel
Group has not yet commenced operations and has not generated
any revenues as of September 30, 2001, according to Financial
Accounting Standards no. 67, the project changes from
non-operating to operating when it is substantially completed
and held available for occupancy or operations upon completion
of improvements but no later than one year from cessation of
major construction activities. Starting from January 1, 2001,
all carrying costs, including interest, have been charged to
expense when incurred and depreciation expense has been provided,
which caused the Hotel Group to recognize a loss of $5,921,530
in the first three quarters of 2001.  As a 20% equity owner, the
Company also recognized its share of this loss and booked a
loss from investment in affiliates.  The Company's shares of
this loss were $1,184,307, or $0.16 per share for the first three
quarters of 2001, and $352,375, or $0.05 per share, for the third
quarter of 2001. The Company will continue to recognize such loss
in subsequent quarters. Unless the Hotel will open and commence
operations soon, such recognized loss would continue to have very
negative effect on the Company's bottom lines.

For the three months ended September 30, 2001, net income before
taxes and minority interest, after the loss from investment in the
Hotel Group, was $361,831, down 54.7% from $798,666 over the same
period of 2000. The Company's net income for the third quarter of
2001 was $26,011, a 96.5% drop from $738,535 of the net income over
same period of 2000. Net income per share for the third quarter of
2001 was $0.00, compared to $0.10 in net income in the same
period a year ago. These changes were primarily due to the mixed
effect of the recognized loss from investment in the Hotel Group
and the increased real estate rental income.


LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and capital resources consist of cash, receivables,
real estate held for development and sale and receipts from
rental activities. It is expected that future cash needs will 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 be available
to us.

We do not have any material commitments for capital expenditures
for the year ending December 31, 2001.

Our projection of future cash requirements is affected by
numerous factors, including but not limited to, changes in
customer receipts, consumer industry trends, operating cost
fluctuations, and other factors that may entail substantial
expenses.

As a result of future cash payments required to retire bank loans
and debts owed to its related companies, management believes
that it will be necessary to secure additional financing to
sustain our operations and to fund our anticipated growth.

As of the date hereof, we have consolidated indebtedness that is
substantial in relation to our stockholders equity. As of
December 31, 2000, we had total debt of $17,286,367. 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 its
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 debt is secured by the Commercial Towers. As of
December 31, 2000, our lenders held an aggregate of $17,286,367
of liens against the Commercial Towers as security for bank loans
of the same amount. If we are unable to meet the terms of our
bank loans, resulting in a 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
Commercial Towers, which would have a material adverse effect on
us.


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 risks include, but not limited to, the risk of change in
the value of short-term investments and financial instruments
caused by fluctuations in investment returns, 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
fluctuate, 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 nine months ended September 30, 2001 was immaterial. 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 Chinese government, and a change in the
exchange rate by the PRC could have a material adverse effect on
our financial statements.

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, 2001 and has no plans to do so
within the next twelve months.



PART II.  OTHER INFORMATION

None.




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:  November 8, 2001       /s/ Gao WanJun
                              -----------------
                              Name:  Gao WanJun
                              Title:  President and Chief
                              Executive Officer


Date:  November 8, 2001       /s/ Wang XiaoLuan
                              -----------------
                              Name: Wang XiaoLuan
                              Title:  Vice President and Chief
                              Financial Officer


Date:  November 8, 2001       /s/ Wang Yufei
                              -----------------
                              Name:  Wang Yufei
                              Title:  Secretary and Director