UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, D.C. 20549~~

~~______________~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~January 291, ~~2004~~ 2005

~~HUAYANG~~CHINA ~~INTERNATIONAL~~ENERGY & CARBON BLACK HOLDINGS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Nevada (State or Other Jurisdiction of Incorporation) 0-30173 (Commission File Number) 58-1667944 (IRS Employer Identification Number)

Nevada

(State of Incorporation)

0-30173

(Commission File No.)

58-1667944

(IRS Employer Identification No.)

Flat A, 8/Floor

No. 65 Sing Woo Road

Happy Valley, Hong Kong

(Address of principal executive offices)

011-86-24-2318-0688

(Registrant’s telephone number)

386 Qingnian Avenue ~~Shenyang, China 110004 (Address of Principal Executive Offices) 110004 (Zip Code)~~

~~Registrant’s telephone number~~Shenyang, ~~including~~China ~~area code 011-86-24-2318-0688~~ 110004

~~___________________________________________________________________~~(Former address of principal executive offices)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 51 —- ~~Corporate~~Registrant’s ~~Governance~~Business and ~~Management~~Operations

Item 51.~~02.~~01 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Principal~~Definitive ~~Officers; Election of Directors; Appointment of Principal Officers~~Agreement.

OnAs ~~September~~used 29in this report, ~~2004~~“we”, ~~the~~“us,” ~~following~~“our,” “Company” ~~directors~~or of“CHEY” ~~the~~refers ~~Registrant~~to ~~resigned~~China ~~from~~Energy ~~the~~& ~~Board~~Carbon ofBlack ~~Directors:~~Holdings, Inc., a Nevada corporation.

~~Wang~~On ~~Shao~~January ~~Hua~~1, 2005, we entered into an Agreement for Share Exchange (the “Agreement”) with AT Group Limited, a Hong Kong corporation (“AT Group”) and the individual shareholders of AT Group (“Shareholders”). Pursuant to the Agreement, we agreed to issue 696,045 shares of restricted common stock to the Shareholders in exchange for 100 shares of AT Group, representing 100% of the issued and outstanding shares of AT Group.

YuUpon ~~Yin~~completion ~~Tian~~of the share exchange transaction, AT Group will become our wholly-owned subsidiary.

~~Yin~~The ~~Liang~~closing ~~Pei~~date of the share exchange transaction is expected to be on or before January 10, 2005.

~~Wang~~Prior ~~Yun~~to ~~Fen~~execution of the Agreement, there was no material relationship between us, or our affiliates, and any of the other parties to the Agreement.

~~Wang~~Section Yu9 ~~Fei~~— Financial Statements and Exhibits

~~The~~Item ~~resignations~~9.01. ~~were~~Financial ~~not~~Statements ~~the~~and ~~result of any known disagreements with the Registrant on any matter relating to the Registrant operations, policies or practices~~Exhibits.

On September 29, 2004, Gao Wan Jun, the sole remaining member of the Board of Directors, appointed the following persons to fill the vacancies on the Board created by the resignations of the previous directors: (a)

~~Guo~~Financial ~~Yuan~~Statements ~~Wang~~of Businesses Acquired.

~~Lun Xing~~N/A

~~Mei Qi Zhang~~(b)

~~Liang~~Pro ~~Min~~Forma ~~Zhou~~Financial Information.

~~Qing Guang Kong~~N/A

On September 30, 2004, following the appointment of the successor members of the Board of Directors, Gao Wan Jun resigned from the Board of Directors of the Registrant. The resignation of Gao Wan Jun was not the result of any known disagreement with the Registrant on any matter relating to the Registrant operations, policies or practices. (c)

~~SIGNATURES~~Exhibits.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized~~2. 1

~~HUAYANG~~The ~~INTERNATIONAL~~Agreement ~~HOLDINGS~~for ~~INC~~Share Exchange signed between the Company, AT Group and the Shareholders, dated January 1, 2005.

~~(Registrant)~~ 2

~~Date: September 29, 2004~~SIGNATURES

~~By:~~Pursuant ~~/s/Guo~~to ~~Yuan~~the ~~Wang~~requirements of the Securities Exchange Act of 1934, ~~director~~the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2CHINA ENERGY & CARBON BLACK HOLDINGS INC. (Registrant) Date: January 5, 2005 By: /s/ Guo Yuan Wang, Chairman and CEO

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