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

                                   Form 10-QSB


|X|  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
              For the quarterly period ended March 31, 2003

|_|  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
              For the transition period from ____________ to ___________

                        Commission File Number 000-30173

                      HUAYANG INTERNATIONAL HOLDINGS, INC.
      (Exact name of small business issuer as specified in its charter)

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

                386 Qingnian Avenue, Shenyang, China 110004
                 (Address of principal executive offices)

              Issuer's telephone number: (86)(24) 2318-0688

The number of shares of common stock, par value $0.02, outstanding on
May 10, 2003, was 7,700,807.

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


<PAGE>

                      HUAYANG INTERNATIONAL HOLDINGS, INC.

                                      INDEX

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
Item 2.  Management's Discussion and Analysis or Plan of Operation
Item 3.  Controls and Procedures


PART II - OTHER INFORMATION

Item 1.  Legal Proceedings
Item 2.  Changes in Securities
Item 3.  Defaults Upon Senior Securities
Item 4.  Submission of Matters to a Vote of Security Holders
Item 5.  Other Information
Item 6.  Exhibits and Reports on Form 8-K

<PAGE>

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements



HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                           Pages
                                                           -----
Consolidated Balance Sheets                                F-3
Consolidated Statements of Operations and
  comprehensive loss                                       F-4
Consolidated Statements of Cash Flows                      F-5
Notes to Consolidated Financial Statements                 F-6 to F-7

<PAGE>

<TABLE>
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2003 AND DECEMBER 31, 2002
(UNITED STATES DOLLARS)
<CAPTION>
                                                            March 31     December 31
                                                              2003          2002
                                                          -----------    -----------
                                                          (Unaudited)     (Audited)
<S>                                                       <C>            <C>
ASSETS
Assets:
  Real estate rental property, net of accumulated
    depreciation of $1,158,503 at March 31, 2003
    and $1,069,896 at December 31, 2002                   $16,562,426    $16,651,031
  Real estate held for development and sale                 3,777,727      3,777,727
  Cash                                                        222,958            110
  Due from related company, less allowance for
    doubtful accounts of $9,171,084                         3,638,013      4,016,398
  Property and equipment, net                               1,291,956      1,294,663
  Other assets                                                 77,549         31,747
                                                          -----------    -----------
  Total assets                                            $25,570,629    $25,771,676
                                                          ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
  Accounts payable and accrued liabilities                $   468,892    $   593,865
  Bank loans                                                3,289,157      3,289,157
  Due to related companies                                  1,760,769      1,760,769
  Other taxes payable                                       3,565,253      3,548,716
                                                          -----------    -----------
  Total liabilities                                         9,084,071      9,192,507
                                                          -----------    -----------
Minority interest                                             746,870        749,501
                                                          -----------    -----------
Shareholders' equity:
  Common stock, par value $0.02
    per share, authorized 50,000,000 shares;
    issued and outstanding 7,700,807 shares                   154,016        154,016
  Paid-in-capital                                          18,342,291     18,342,291
  Accumulated deficit                                      (2,729,239)    (2,639,259)
  Accumulated other comprehensive income                      (27,380)       (27,380)
                                                          -----------    -----------
  Total shareholders' equity                               15,739,688     15,829,668
                                                          -----------    -----------
  Total liabilities and shareholders' equity              $25,570,629    $25,771,676
                                                          ===========    ===========

</TABLE>
      The accompanying notes are an integral part of this statement.

                                       F-3
<PAGE>
<TABLE>
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
  COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNITED STATES DOLLARS)
<CAPTION>
                                                                          Restated
                                                             2003           2002
                                                          -----------    -----------
                                                          (Unaudited)    (Unaudited)
<S>                                                       <C>            <C>
Revenues
    Real estate rental income                             $   146,221    $   513,366
                                                          -----------    -----------
    Total revenues                                            146,221        513,366
                                                          -----------    -----------
Costs and expenses
    Real estate operating expenses                             85,342        118,326
    Depreciation expense                                       91,312        208,243
    Interest expense                                           62,178        326,320
                                                          -----------    -----------
    Total costs and expenses                                  238,832        652,889
                                                          -----------    -----------
Loss before income taxes                                      (92,611)      (139,523)

Income taxes                                                        -              -
                                                          -----------    -----------
                                                              (92,611)      (139,523)

Minority interest                                               2,631          9,723
                                                          -----------    -----------
Income (loss) from continuing operations                      (89,980)      (129,800)

Discontinued operations
    Loss from investment in affiliates
      net of interest                                               -       (206,374)
                                                          -----------    -----------
Net loss                                                      (89,980)      (336,174)

Other comprehensive loss
    Foreign currency translation                                    -         (2,564)
                                                          -----------    -----------
Comprehensive loss                                        $   (89,980)   $  (338,738)
                                                          ===========    ===========
WEIGHTED AVERAGE SHARES OUTSTANDING
    Basic and diluted                                       7,700,807      7,500,807

BASIC AND DILUTED LOSS PER SHARE:
    Income (loss) from continuing operations                   $(0.01)        $(0.02)
    Loss from investment in affiliates                           0.00          (0.03)
                                                          -----------    -----------
    Net loss                                                   $(0.01)        $(0.05)
                                                          ===========    ===========
</TABLE>
     The accompanying notes are an integral part of this statement.

                                       F-4
<PAGE>
<TABLE>
HUAYANG INTERNATIONAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(UNITED STATES DOLLARS)
<CAPTION>
                                                                          Restated
                                                             2003           2002
                                                          -----------    -----------
                                                          (Unaudited)    (Unaudited)
<S>                                                       <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)                                                $   (89,980)   $  (336,174)
Adjustments to reconcile net income to net cash
  provided by operating activities:
      Real estate development costs                                 -       (905,024)
      Depreciation                                             91,312        208,243
      Loss from investment in affiliates                            -        357,420
      Due from related parties                                378,385        440,303
      Decrease (increase) in other assets                     (45,802)        56,427
      Increase in accounts payable and accrued liabilities   (124,973)       383,235
      Increase in deferred interest income                          -         37,761
      Increase in other tax payable                            16,537              -
      Other                                                         -        (46,981)
      Decrease in minority interest                            (2,631)        (9,723)
                                                          -----------    -----------
      Net cash provided by operating activities               222,848        185,487
                                                          -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchase of equipment                                         -       (182,892)
                                                          -----------    -----------
NET (INCREASE) DECREASE IN CASH                               222,848          2,595

Effect of exchange rate changes on cash                             -         (2,564)

CASH, beginning of year                                           110            253
                                                          -----------    -----------
CASH, end of year                                         $   222,958    $       284
                                                          ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
      Interest paid                                          $120,482         $2,479
                                                          ===========    ===========
      Income taxes paid                                            $-             $-
                                                          ===========    ===========
</TABLE>

                                       F-5
<PAGE>

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

Note 1 - Reporting entity

The financial statements of Huayang International Holdings, Inc. and
Subsidiary (HIHI) reflect the activities and financial transactions of its
subsidiary Shenyang Haitong House Properties Development Ltd. (HAITONG).
HIHI has a 95% ownership interest in HAITONG.  HIHI also has a less than
majority ownership interest in three other companies, Shenyang Lido Hotel
Company Limited, formerly Changyang International Hotel (Shenyang) Co. Ltd.
(HOTEL), Shenyang Lido Park Company Limited, formerly Changyuan (Shenyang)
Park Ltd. (GARAGE) and Shenyang Lido Business Company Limited, formerly
Changhua (Shenyang) Business Co. Ltd. (BUSINESS CENTER), collectively
referred to as HOTEL GROUP. The HOTEL GROUP was disposed of in the third
quarter of 2002.

HIHI is incorporated under the laws of the State of Nevada in the United
States.  HAITONG, HOTEL, GARAGE and BUSINESS CENTER are incorporated under
the laws of the People's Republic of China (PRC).

Note 2 - Condensed financial statements and footnotes

The interim consolidated financial statements presented herein have been
prepared by the Company and include the unaudited accounts of HIHI and
its subsidiary HAITONG.  All significant inter-company accounts and
transactions have been eliminated in the consolidation.

These condensed financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information
and the instructions to Form 10-QSB and Article 310(b) of Regulation S-B.
Certain information and footnote disclosures normally included in financial
statements presented in accordance with generally accepted accounting
principles have been condensed or omitted.  The Company believes the
disclosures made are adequate to make the information presented not
misleading.  The condensed consolidated financial statements should be read
in conjunction with the Company's consolidated financial statements for the
year ended December 31, 2002 and notes thereto included in HIHI's Form
10-KSB.

In the opinion of management, the unaudited condensed consolidated financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position of the
Company as of March 31, 2003, the results of operations for the three months
ended March 31, 2003 and 2002, respectively. Interim results are not
necessarily indicative of full year performance because of the impact of
seasonal and short-term variations.

Certain 2002 amounts have been restated for comparison purposes and for
correction of an accounting error.  See Note 4 and the notes to HIHI's Form
10-KSB for December 31, 2002.

Note 3 - Segment reporting

The Company currently is engaged in only one business segment.  The Company's
net investment in and the operating results of its various real estate
activities may be derived directly from the accompanying consolidated
financial statements.

Note 4 - Prior period adjustment

The accompanying financial statements for the quarter ended March 31, 2002
has been restated to correct overstatements of income tax expense.  See
HIHI's 10-KSB for the year ended December 31, 2002.  The effect of the prior
period accounting errors relating to income taxes resulted in the following
changes as of March 31, 2002:

                                       F-6
<PAGE>

                                          As previously        As
                                            Reported        Restated

Balance Sheet:
Deferred tax assets                       $   651,030           -
Income taxes payable                      $ 2,892,588           -
Deferred tax payable                      $   818,495           -
Retained earnings                         $ 3,008,177      $ 5,871,308

Statement of Operations:
Rental income                             $   535,218      $   513,366
Income taxes                              $   141,202           -
Net loss                                  $  (455,425)     $  (336,174)


                                       F-7
<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.

                                       8
<PAGE>

FIRST QUARTER OVERVIEW

      During the first quarter of 2003, the Company continued its
business to sell and lease its real estate properties in the Huayang
International Mansion. The Company conducts its real estate business
primarily through its 95% owned subsidiary Shenyang Haitong House
Properties Development Co., Ltd. ("Haitong").

RESULTS OF OPERATIONS

Revenues

      Revenues for the three months ended March 31, 2003 were
$146,221, down 71.5% from $513,366 for the three months ended March
31, 2002. This drop was primarily due to decreasing annual rent per
square meter, and the fact that the Company also lost several tenants
including a major tenant.

Costs and Expenses

      Total costs and expenses in the first three months of 2003 were
$238,832, which was 63.4% lower than $652,889 of total costs and
expenses in the first three months of 2002. This decrease was primarily
due to significant decreases in depreciation costs and interest
expenses, which were a direct result of reduced bank loans.

      In the first quarter of 2003, depreciation expenses dropped 56.2%
to $91,312 from $208,243 in the same period of 2002, interest expenses
dropped 81.0% to $62,178 from $326,320 in the same period of 2002, and
real estate operating expenses dropped 27.9% to $85,342 from $118,326
in the same period of 2002.

Net Loss

      For the first quarter of 2003, net loss from continued operations
was $89,980, decreased 30.7% from a loss of $129,800 in the same period
of 2002. The Company's net loss for the first quarter of 2003 was
$89,980, a decrease of 73.2% as compared to a net loss of $336,174 in
the first quarter of 2002 which included a loss of $206,374 from the
discontinued Hotel Group operations. Net loss per share, basic and
diluted, was $0.01, compared to a net loss per share of $0.05 in the
same period of 2002.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

      Our liquidity consists of cash, receivables, real estate held for
development and sale and receipts from rental activities. As of
March 31, 2003, our cash balance was $222,958. Our past operations were
supported by related companies which from time to time lend funds to
us. However, such financing from related companies may not always be
available, and the Company may need to secure further financing to
support its operations. Future cash needs may be financed by a
combination of cash flows from rental and leasing operations, future
advances under bank loans, and if needed, other alternative financing
arrangements, which may or may not be available to us.

      We do not have any material commitments for capital expenditures
for the year ending December 31, 2003.

      Our projection of future cash requirements is affected by
numerous factors, including but not limited to, changes in customer
receipts, real estate industry trends, operating cost fluctuations,
and unplanned capital spending.

      As of March 31, 2003, we had total bank debt of $3,289,157. We
also owed $1,760,769 to related parties.  Our indebtedness poses
substantial risks to holders of our Common Stock, including the risks
such as (i) a substantial portion of our cash flow from operations
will be dedicated to the payment of interest on such indebtedness, (ii)
our indebtedness may impede our ability to obtain financing in the
future for working capital, capital expenditures and general corporate
purposes and (iii) our debt position may leave us more vulnerable to
economic downturns and may limit our ability to withstand competitive
pressures. If we are unable to generate sufficient cash flow from
operations in the future to service our indebtedness and to meet our
other commitments, we will be required to adopt one or more
alternatives, such as refinancing or restructuring our indebtedness,
selling material assets or operations, or seeking to raise additional
debt or equity capital. There can be no assurance that any of these
actions could be effected on satisfactory terms, that they would
enable us to continue to satisfy our capital requirements or that they
would be permitted by the terms of existing or future debt agreements.

      All of our bank debt is secured by properties in the Mansion. As
of March 31, 2003, our lenders held an aggregate of $3,289,157 of
liens against the Mansion as security for bank loans of the same amount.
If we are unable to meet the terms of our bank loans, resulting in
default under such bank loans, the lenders may elect to declare all
amounts outstanding under the loans to be immediately due and payable
and foreclose on the Mansion, which would have a material adverse
effect on us.

      The Company is dependent on the management company to collect
revenues and to make payments on a timely basis.  The management company
currently owes the Company $3,638,013, plus $9,171,084 which has been
provided as an allowance for doubtful accounts.  The management company
is a related party and is controlled by the majority shareholder of the
Company.  Should the management company continue to fail to pay
obligations as they come due, it could impair the ability of the Company
to continue as a going concern.

                                       10
<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 financial
statements. The RMB exchange rates, however, are fixed by the
government of the PRC, and a change in the exchange rate by the PRC
could have a material adverse effect on our financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Market risk represents the risk of change in the value of short
term investments and financial instruments caused by fluctuations in
investment prices, interest rates and foreign currency exchange rates.

      The Company operates in the People's Republic of China, and is
exposed to foreign exchange rate fluctuations related to the
translation of the financial results of our operations in China into
U.S. dollars during consolidation. As exchange rates vary, these
results, when translated, may vary from expectations and adversely
impact overall expected profitability.

      The effect of foreign exchange rate fluctuations on the Company
for the first quarter ended March 31, 2003 was immaterial.

      The Company has not entered into any derivative financial
instruments to manage interest rate risk or for speculative purpose
and is not currently evaluating the future use of such financial
instruments.

      The Company does not hold cash equivalents or marketable
securities as of March 31, 2003 and has no plans to do so within
the next twelve months.

                                       11
<PAGE>

Item 3.  Controls and Procedures

      Within the 90-day period prior to the filing date of this report,
an evaluation was conducted under the supervision and with the
participation of the Company's management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures.
Based upon that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that all material information
relating to the Company, including our consolidated subsidiaries, is
made known to them particularly during the period when our periodic
reports are being prepared. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under the potential
future conditions, regardless of how remote.

      Subsequent to the date of this evaluation there have been no
significant changes in our internal controls or in other factors that
could significantly affect our internal controls, including any
corrective actions with regard to significant deficiencies and
material weaknesses.

                                       12
<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 13. Exhibits and Reports on Form 8-K

(a) Exhibits

 Exhibit
  Number                      Document Description
  ------                      --------------------
   99.1   Certification by Chief Executive Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002
   99.2   Certification by Chief Financial Officer pursuant to 18 U.S.C.
               Section 1350, as adopted pursuant to Section 906 of the
               Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

      During the first quarter of 2003, the Company filed the following
reports on Form 8-K:

(1) On March 21, 2003, the Company also filed an amended Form 8-K
regarding Item 4 -  Changes in Registrant's Certifying Accountant -
relating to the dismissal of Moore Stephens Wurth Frazer and Torber LLP
as the Company's independent auditors and the engagement of Thomas
Leger & Co, LLP as the Company's independent auditors.

      On April 11, 2003, the Company filed Form 8-K regarding Item 2 -
Acquisition or Disposal of Assets - and Item 5 - Other Events and
Regulation FD Disclosure - relating to the rescinding of the
acquisition of Jiahe Medicine Group and a related press release.

                                       13
<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: May 13, 2003

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

                                    Date:  May 13, 2003

EXHIBIT INDEX

 Exhibit
  Number                      Document Description
  ------                      --------------------
   99.1        Certification by Chief Executive Officer pursuant to
                 18 U.S.C. Section 1350, as adopted pursuant to Section
                 906 of the Sarbanes-Oxley Act of 2002
   99.2        Certification by Chief Financial Officer pursuant to
                 18 U.S.C. Section 1350, as adopted pursuant to Section
                 906 of the Sarbanes-Oxley Act of 2002


                                       14
<PAGE>

                                 CERTIFICATIONS

I, Gao Wanjun, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Huayang
International Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

          a) designed such disclosure controls and procedures to ensure
              that material information relating to the registrant,
              including its consolidated subsidiaries, is made known to
              us by others within those entities, particularly during
              the period in which this annual report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior
              to the filing date of this annual report (the "Evaluation
              Date"); and

          c) presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures
              based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

          a) all significant deficiencies in the design or operation of
              internal controls which could adversely affect the
              registrant's ability to record, process, summarize and
              report financial data and have identified for the
              registrant's auditors any material weaknesses in internal
              controls; and

          b) any fraud, whether or not material, that involves
              management or other employees who have a significant role
              in the registrant's internal controls; and

                                       15
<PAGE>

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

Date:  May 13, 2003

/s/ Gao Wanjun
_____________________________________
Gao Wanjun
Chief Executive Officer

                                       16

<PAGE>

I, Mary Wang, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Huayang
International Holdings, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

          a) designed such disclosure controls and procedures to ensure
              that material information relating to the registrant,
              including its consolidated subsidiaries, is made known to
              us by others within those entities, particularly during
              the period in which this annual report is being prepared;

          b) evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior
              to the filing date of this annual report (the "Evaluation
              Date"); and

          c) presented in this quarterly report our conclusions about the
              effectiveness of the disclosure controls and procedures
              based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):

          a) all significant deficiencies in the design or operation of
              internal controls which could adversely affect the
              registrant's ability to record, process, summarize and
              report financial data and have identified for the
              registrant's auditors any material weaknesses in internal
              controls; and

          b) any fraud, whether or not material, that involves
              management or other employees who have a significant role
              in the registrant's internal controls; and

                                       17
<PAGE>

6. The registrant's other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


Date:  May 13, 2003

/s/ Wang Yufei
__________________________
Wang Yufei
Chief Financial Officer

                                       18