UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 10-Q/A

_____________________

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

For the quarter ended March 31, 2008

o 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: 000-15893

CHINA YINGXIA INTERNATIONAL, INC.

(Exact name of small business issuer as specified in its charter)

Florida	65-0664961
(State or other jurisdiction of incorporation or organization)	(IRS Employee Identification No.)

Harbin Yingxia Industrial Co., Ltd, No.300, Xidazhi Street Nangang, Harbin Heilongjiang F4 150001

(Address of principal executive offices)

86 451 86310948

(Issuer’s telephone number)

c/o American Union Securities 100 Wall Street 15th Floor New York, NY 10005

(Address of principal agent offices)

(212) 232-0120

(Agent’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been   Noxsubject to such filing requirements for the past 90 days. Yes  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer.  See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):      

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   o No x

 The number of shares outstanding of each of the issuer’s classes of common equity, as of May 15, 2008 is 44,479,787 shares of common stock.  

1

CHINA YINGXIA INTERNATIONAL, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis or Plan of Operation	6
Item 3. Quantitative and Qualitative Disclosures About Market Risk	9
Item 4T. Controls and Procedures	9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	10
Item 3. Defaults Upon Senior Securities	10
Item 4. Submission of Matters to a Vote of Security Holders	10
Item 5. Other Information	10
Item 6. Exhibits	10
SIGNATURES	11

Except as otherwise required by the context, all references in this report to "we", "us”, "our", “CYXI”, “China Yingxia” or "Company" refer to the consolidated operations of China Yingxia International, Inc., a Florida corporation, and its wholly owned subsidiaries.

2

Explanatory Note

The Form 10Q for March 31, 2008 was inadvertently filed without the Sarbanes Oxley Certifications. This amended 10Q includes the proper certifications

3

PART I - FINANCIAL INFORMATION

Item 1.   Financial Statements.

CHINA YINGXIA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2008

4

CHINA YINGXIA INTERNATIONAL, INC.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheet at March 31, 2008 (unaudited) and December 31, 2007(Audited)	F-1
Condensed Consolidated Statements of Income for the three months ended March 31, 2008 and 2007 (unaudited)	F-2
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2007 (unaudited)	F-3
Notes to Condensed Consolidated Financial Statements	F-4 - F-17

5

CHINA YINGXIA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2008 (Unaudited)		December 31, 2007 (Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	2,877,784	$	736,683
Account receivables, net of allowance for doubtful accounts		35,401		20,081
Inventory		8,680,380		5,527,135
Tax Receivable		-		32,317
Short-term loan receivable		-		2,194,774
Other receivables		1,245,453		3,150,777
Advances to suppliers		1,705,969		1,434,059
Loan Receivable from related parties		655,657		2,037,551
Total Current Assets		15,200,644		15,133,377
Property and equipment, net of accumulated depreciation		15,953,958		15,515,896
Other Assets
Deposits on buildings and land		3,026,196		1,718,077
Investment Advance		4,734,740		4,112,631
Intangible assets, net		686,452		666,785
Total other assets		8,447,389		6,497,493
Total Assets	$	39,601,990	$	37,146,766
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	114,871	$	2,911
Unearned revenue		38,139		6,509
Tax Payable		127,845		-
Accrued expenses and other payables		303,340		357,976
Total Current Liabilities		584,195		367,396
Total Liabilities		584,195		367,396
Stockholders' Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; - 0 - shares
outstanding at  March 31,2008 and December 31, 2007		-		-
Common stock, $0.001 par value, 100,000,000 shares authorized;
44,479,787 and 44,439,787 shares outstanding at March 31,2008
and December 31, 2007, respectively		44,480		44,440
Additional paid in capital		16,841,627		16,799,667
Accumulated other comprehensive income		4,369,093		2,885,038
Statutory reserves		901,463		901,463
Retained earnings		16,861,132		16,148,762
Total Stockholders' Equity		39,017,795		36,779,370
Total Liabilities and Stockholders' Equity	$	39,601,990	$	37,146,766

See accompanying notes to the consolidated financial statements.

F-1

CHINA YINGXIA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

For the three months ended March 31,2008 and 2007

	Three Months Ended March 31,
	2008			2007
	(Unaudited)
Sales	$	2,111,904		$	1,657,891
Cost of Sales		824,634			790,106
Gross Profit		1,287,270			867,785
Operating Expenses
Research & Development Expense		-			-
Selling, general and administrative		490,340			316,603
Income before other Income and (Expenses)		796,930			551,182
Other Income and (Expenses)
Subsidy Income		-			-
Interest Income		122
Other  Income		-
Other Expense		(139	)		(43	)
Other Income and Expenses		(17	)		(43	)
Income Before Income Taxes (Benefits)		796,913			551,139
Provision for Income Taxes (Benefits)		84,543
Net Income	$	712,370		$	551,139
Other Comprehensive Income
Foreign Currency Translation Adjustment		1,484,055			204,279
Comprehensive Income	$	2,196,425		$	755,418
Basic and Diluted Income per common share
Basic	$	0.02			0.02
Diluted	$	0.01			0.02
Weighted average common share outstanding
Basic		44,454,732			33,608,857
Diluted		49,711,497			33,608,857

See accompanying notes to the consolidated financial statements.

F-2

CHINA YINGXIA INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended March 31, 2008 and 2007

	Three Months Ended March 31,
	2008			2007
	(Unaudited)
Cash Flows From Operating Activities:
Net income	$	712,370		$	551,139
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization		238,439			166,442
Amortization of stock-based compensation		42,000			-
Changes in operating assets and liabilities:
Accounts receivable		(15,320	)		(151	)
Inventory		(3,153,245	)		(178,050	)
Tax Receivable		32,317			-
Prepaid expenses		-			95,479
Other receivable		1,905,324			(302,131	)
Advances to suppliers		(271,911	)		(166,483	)
Accounts payable		111,960			657,518
Unearned revenue		31,630			1,295
Taxes payable		127,845			34,857
Accrued expenses and other payables		(54,636	)		(2,423	)
Cash provided by (used in) operating activities		(293,227	)		857,492
Cash Flows From Investing Activities:
Purchase of property and equipment		(28,151	)		(1,811	)
Purchase of patent/land use right		-			(98,579	)
Investment Advance		(622,109	)		-
Collection of Short term loan		2,194,774			-
Deposits on buildings and land		(1,308,119	)		-
Collections on loans to related party		1,381,894			265,046
Additions to construction in process		(109,714	)		(280,360	)
Cash provided by (used in) investing activities		1,508,575			(115,704	)
Cash Flows From Financing Activities:
None		-			-
Cash provided by (used in) financing activities		-			-
Effect of exchange rate changes on cash and cash equivalents		925,753			136,016
Increase in cash and cash equivalents		2,141,101			877,804
Cash and Cash Equivalents - Beginning of period		736,683			77,867
Cash and Cash Equivalents - End of period	$	2,877,784		$	955,671
Supplemental disclosures of cash flow information:
1    Interest paid	$	-		$	-
2    Income Taxes paid	$	-		$	-

See accompanying notes to the consolidated financial statements.

F-3

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

China Yingxia International, Inc. (the “Company” or “China Yingxia”) was incorporated in the State of Florida on May 6, 1996 and formerly known as Agronix, Inc. (“Agronix”).

On May 12, 2006, the Company entered into a share exchange agreement with Warner Nutraceutical International, Inc. (‘WNI”), which is the parent company to Harbin Yingxia Business Group Co, Ltd. ("Yingxia"). Pursuant to the share exchange agreement, the Company issued to WNI shareholders 54,811,475 shares of Common Stock, par value $0.001 per share, and 1,473,649.074 shares of Class A Preferred Stock, par value $0.001 per share, of which each share is convertible into five hundred (500) shares of the Company’s Common Stock. As a result of the transactions, there has been a change in control of the Company as the shareholders of WNI became the majority shareholders of the Company.

For accounting purpose, the transaction has been accounted for as a reverse acquisition under the purchase method. Accordingly, WNI and its subsidiary are treated as the continuing entity for accounting purposes. Following the merger, Agronix filed a Certificate of Amendment and changed its name to China Yingxia International, Inc.

On July 21, 2006, the Company’s board of directors approved a reverse stock split on both common stock and preferred stock.  Each 24.9 shares of the Company's Common Stock and Class A Preferred Stock were converted into one (1) share of Common Stock and one (1) share of Class A Preferred Stock, respectively. Simultaneously, all of the preferred shares were converted into common shares at ration of 1 to 500 and the preferred shares were cancelled.

The Company operates its business through its wholly-owned subsidiary Harbin Yingxia Business Group, Ltd. (" Harbin Yingxia"), a joint stock corporation organized and existing under the laws of the People's Republic of China (“PRC”) in 1998. Harbin Yingxia is engaged in the development, manufacture and distribution of organic nutritional food products and dietary supplements.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Item 310 of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2008 and 2007 are not necessarily indicative of the results that may be expected for the full years. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis and the financial statements and notes to thereto included in the Company’s 2007 Form 10-Q.

F-4

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The consolidated financial statements of China Yingxia International, Inc. include the accounts of the Company and its wholly owned subsidiaries, WNI and Harbin Yingxia.  All significant inter-company balances and transactions are eliminated in consolidation.

Basis of presentation

The Company’s condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). This basis of accounting differs in certain material respects from that used for the preparation of the books of account of the Company’s principal subsidiary, which are prepared in accordance with the accounting principles and the relevant financial regulations applicable to enterprises with limited liabilities established in the PRC, the accounting standards used in the places of their domicile.  The accompanying consolidated financial statements reflect necessary adjustments not recorded in the books of account of the Company’s subsidiary to present them in conformity with US GAAP.

Use of estimates

In preparing the financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets and the valuation of inventories.  Actual results could differ from those estimates.

Cash and cash equivalents

For purposes of the statement of cash flow, the Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

F-5

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounts receivables

Accounts receivables are stated at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts. The allowance is calculated based upon the evaluation and the level of past due accounts and the relationship with and the economic status of the customers.  The allowance for doubtful accounts was $120,928 as of March 31, 2008.  The Company does not maintain a large balance of accounts receivable due to the nature of its business, and the collections on the Company’s accounts receivable has been generally good. Except for the above reserved allowance, the Company has not encountered any uncollected accounts receivable.

Inventories

Inventories are composed of raw materials and packing materials for manufacturing, work in process, and finished goods. Inventories are valued at the lower of cost or market with cost determined on a first-in first-out basis. Management compares the cost of inventory with the market value and an allowance is made for writing down the inventory to its market value, if lower than cost.

Property and equipment

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives as below:

Category	Estimated Useful Lives
Machinery & Equipment	4-5    years
Automobiles	7       years
Buildings	15-40 years

Advance to suppliers

Advance to suppliers represent the payments made and recorded in advance for goods and services received. The Company makes advances to certain vendors’ inventory purchases, construction projects and equipment purchases. The advance to suppliers totaled $1,705,969 as of March 31, 2008.

F-6

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of long-lived assets

Long-lived assets, which include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset.   If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

Income taxes

The Company accounts for income tax under the provisions of SFAS No.109 "Accounting for Income Taxes", which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns.  Deferred income taxes are recognized for all significant temporary differences between tax and financial statements bases of assets and liabilities.  Valuation allowances are established against net deferred tax assets when it is more likely than not that some portion or all of the deferred tax asset will not be realized.

The Company does not have any long-term deferred tax assets or liabilities in China that will exist once the tax holiday (See Note 10) expires. The Company does not have any significant deferred tax asset or liabilities that relate to tax jurisdictions not covered by the tax holiday.

Revenue recognition

The Company recognizes revenue on product sales when products are delivered and the title passes to the customers and collection is reasonably assured.

Cost of revenues

Cost of revenues consists primarily of material costs, employee compensation, depreciation and related expenses, which are directly attributable to the production of products.  Write-down of inventory to lower of cost or market is also recorded in cost of revenues.

F-7

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Stock-based compensation

Effective January 1, 2007, the Company adopted the provisions of Financial Accounting Standards Board Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payments,” which establishes the accounting for employee stock-based awards. Under the provisions of SFAS No. 123(R), stock-based compensation is measured at the grant date, based on the calculated fair value of the award. And it is recognized as an expense over the requisite employee service period (generally the vesting period of the grant).

The Company measures compensation expense for its non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.  The fair value of the option issued is used to measure the transaction, as this is more reliable than the fair value of the services received.  Fair value is measured as the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the counterparty’s performance is complete.  The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of accounts receivable and other receivables.  The Company does not require collateral or other security to support these receivables.  The Company conducts periodic reviews of its clients' financial condition and customer payment practices to minimize collection risk on accounts receivable.

The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy.

Fair value of financial instruments

The carrying amounts of certain financial instruments, including cash and cash equivalents, accounts receivable, other receivables, accounts payable, accrued expenses, taxes payable, notes payable and other loans payable approximate fair value due to the short-term nature of these items.  The carrying amounts of bank borrowings approximate the fair value based on the Company's expected borrowing rate for debt with similar remaining maturities and comparable risk.

F-8

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign currency translation

The Company’s functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB has been translated into United States dollars ("USD") as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income". Gains and losses resulting from foreign currency transactions are included in accumulated other comprehensive income.  There is no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date.

Research and Development

Research and development costs are related primarily to the Company developing its intellectual property. Research and development costs are expenses as incurred. The costs of material and equipment that are acquired or constructed for research and development activities and have alternative future uses are classified as plant and equipment and depreciated over their estimated useful lives.

Start-up Costs

In accordance with the American Institute of Certified Public Accountants Statement of Position 98-5, “Reporting on the Costs of Start-up Activities”, the Company expenses all costs incurred in connection with the start-up and organization of the Company.

Earnings per share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are warrants available for dilution purposes as of March 31, 2008

F-9

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

New accounting pronouncements

In September 2006, the FASB issued SFAS 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements, where fair value is the relevant measurement attribute. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The management of the Company is currently evaluating the impact of adopting SFAS 157 on its consolidated financial statements.

In September 2006, the SEC issued SAB No. 108, which provides guidance on the process of quantifying financial statement misstatements. In SAB No. 108, the SEC staff establishes an approach that requires quantification of financial statement errors, under both the iron-curtain and the roll-over methods, based on the effects of the error on each of the Company’s financial statements and the related financial statement disclosures. SAB No.108 is generally effective for annual financial statements in the first fiscal year ending after November 15, 2006. The transition provisions of SAB No. 108 permits existing public companies to record the cumulative effect in the first year ending after November 15, 2006 by recording correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Management does not expect that the adoption of SAB No.108 would have a material effect on the Company’s consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115 (“FAS 159”). FAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value that   are not currently required to be measured at fair value. The objective of FAS 159 is to provide opportunities to mitigate volatility in reported earnings caused by   measuring related assets and liabilities differently without having to apply hedge accounting provisions. FAS 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 will be effective in the first quarter of fiscal 2009. The Company is evaluating the impact that this statement will have on its consolidated financial   statements.

F-10

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In June 2007, the FASB issued FASB Staff Position No. EITF 07-3, “Accounting for Nonrefundable Advance Payments for Goods or Services Received for use in Future Research and Development Activities” (“FSP EITF 07-3”), which addresses whether nonrefundable advance payments for goods or services that used or rendered for research and development activities should be expensed when the advance payment is made or when the research and development activity has been performed. The Company has adopted FSP EITF 07-3 and expensed the research and development as it incurred.

In December 2007, the FASB issued SFAS No. 160,“Noncontrolling Interests in Consolidated Financial Statements - an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), which establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, changes in a parent’s ownership interest and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The Company has not determined the effect that the application of SFAS 160 will have on its consolidated financial statements.

In December 2007, Statement of Financial Accounting Standards No. 141(R), Business Combinations , was issued. SFAS No. 141R replaces SFAS No. 141, Business Combinations. SFAS 141R retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which SFAS 141 called the purchase method ) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141R requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions. This replaces SFAS 141’s cost-allocation process, which required the cost of an acquisition to be allocated to the individual assets acquired and liabilities assumed based on their estimated fair values. SFAS 141R also requires the acquirer in a business combination achieved in stages (sometimes referred to as a step acquisition) to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full amounts of their fair values (or other amounts determined in accordance with SFAS 141R). SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The Company is currently evaluating the impact that adopting SFAS No. 141R will have on its financial statements.

3.   INVENTORY

	March 31, 2008		December 31, 2007
Packing Materials	$	63,688	$	102,707
Raw Materials		5,937,207		2,660,601
Work in process		321,795		210,864
Finished Goods		2,357,690		2,552,963
Total	$	8,680,380	$	5,527,135

No allowance for inventory was made for the three months ended March 31, 2008 and 2007.

F-11

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

4.   PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consist of the following at March 31, 2008 and December 31, 2007:

	March 31, 2008			December 31, 2007
Machinery & Equipment	$	3,051,898		$	2,906,024
Automobiles		421,378			405,054
Buildings		13,896,910			13,358,530
Sub total		17,370,186			16,669,608
Less: Accumulated Depreciation		(3,743,995	)		(3,371,764	)
Construction in progress		2,327,766			2,218,052
Total property, plant & Equipment, net	$	15,953,958		$	15,515,896

Depreciation expense for the three months ended March 31, 2008 and 2007 was $231,384 and $166,442, respectively.

5.   INTANGIBLE ASSETS

Intangible assets include land use right and patent right.

Land use right – all land in the People’s Republic of China is government owned and cannot be sold to any individual or company. Instead, the government grants the user a “Land use right” (the Right) to use the land. The Company has the right to use the land for 50 years and amortized the Right on a straight-line basis over 50 years.

Patent – capitalized patent costs represent the acquisition costs paid for exclusive use of the patented organic rice seeds.  Capitalized patent costs are amortized on a straight method over the related patent term of 15 years.

Net intangible assets at March 31, 2008 and December 31, 2007 were as follows:

	March 31, 2008			December 31, 2007
Land use right	$	441,370		$	424,271
Patent		285,225			274,175
Less: Accumulated amortization		(40,143	)		(31,661	)
Intangible assets, net	$	686,452		$	666,785

Amortization expense for the three months ended March 31, 2008 and 2007 amounted to $7,055 and $0, respectively.

6.  OTHER RECEIVABLES

Other receivables typically represent cash advances to employees and sales representatives for normal business purposes. As of March 31, 2008 the Company has other receivables in the amount of US$1,245,453. Considering some of the cash advance need to be reclassified as expense reimbursements, an allowance in the amount of $478,415 was recorded as of March 31, 2008.

F-12

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

7. RELATED PARTY LOANS

As of March 31, 2008, the Company has loans receivable from related parties in the amount of $655,657. All related party loans are provided to the affiliated retail stores or companies to facilitate the initial establishment of their businesses for selling the Company’s products. These loans are interest free and unsecured and are due upon demand. The Company expects to collect most of the outstanding loans in the next few months.

8.  DEPOSITS ON BUILDINGS AND LAND

The Company made separate deposits in the total amount of RMB21,219,685 (approximately US$ 3,026,196) on one building in Harbin, one office space in Beijing and a piece of land in Anhui Province it intends to purchase. All purchases are evidenced by purchase agreements and the transactions were not finalized as of March 31, 2008. Once the Company completes the title transfers, the deposits will be reclassified to Property, Plant and Equipment account.

9. INVESTMENT ADVANCE

a)  On December 5, 2007, the Company (“Buyer”) signed an agreement (“Agreement”) with Shanghai Jin Ao Food Co., Ltd. (“Seller”) to purchase its six (6) Soybean Milk production lines for a total amount of RMB 30,000,000 (approximately US$4.1 million), including production equipments, technique know-how and marketing resources. The Company (“Buyer”) made three installment payments of the full purchase price before January 31, 2008.  Though the ownership of the equipments have been transferred to the Company, the related resources such as marketing and distribution have not been completed, therefore, the Company recorded the entire amount as investment advance as of March 31, 2008.  Upon closing of this transaction, the Company will reclassify the amount to fixed assets and other related accounts.

b) On January 23, 2008, the Company registered ‘China Xianhe India Private Limited” in New Deli, India. RMB2,000,000 (approximately US$285,225) was made an advance as initial start up cost as of March 31, 2008.  The Company is expected to expand its dietary supplement products into Indian market in the next several months.

c) On February 28, 2008, the Company signed a letter of Intent with Guangzhou Chichi Network Technology Development Co., Ltd. (“Guangzhou Technology”), and Guangzhou Chichi Network Supermarket Chain Co., Ltd. (“Guangzhou Supermarket Chain”), together known as the Chichi Wang companies.  Subsequent to this agreement, the Company spent RMB1,200,000 (approximately US$171,000) to finalize the acquisition on April 25, 2008.

The Company is expected to expand its distribution channel, customer base and sales revenue by utilizing Chi Chi Wang’s online network in Southern China.

10.  INCOME TAXES

The Company is governed by the Income Tax Law of the People’s Republic of China concerning the private-run enterprises, which are subject to tax at a statutory rate of 25% and were, until January 2008, subject to tax at a statutory rate of 33% (30% state income tax plus 3% local income tax) on its taxable income.

In 2006, the Company has obtained its foreign-owned entity (“WOFE”) status upon completion of the reverse acquisition. According to the Provisional Regulations of the People’s Republic of China on Income Tax, the Document of Reductions and Exemptions of Income Tax for the Company has been approved by the local tax bureau and the Management Regulation of Harbin Economic and Technological Development Zone for the reporting period. The Company was granted the status of WOFE and therefore is exempt from income tax from January 1, 2004 through December 31, 2007. The Company has also been approved to have its tax rate reduced by 50% from January 1, 2008 to December 31, 2010.

On March 16, 2007, the National People’s Congress of China approved the Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”), which is effective from January 1, 2008. Under the new CIT law, the corporate income tax rate applicable to all Companies, including both domestic companies and foreign-invested companies, is 25%, replacing the prior applicable tax rate of 33%. However, companies previously being approved for any income holiday will not be subject to the new enacted tax rate until the holiday runs out.

To continue with its WOFE tax holiday of tax rate reduction by 50% for three years, the Company is subject to 12.5% of income tax rate from January 1, 2008 to December 31, 2010.  For the three months ended March 31, 2008, the Company has income tax provision of US$84,543

F-13

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

11. STATUTORY RESERVES

Pursuant to the laws of People’s Republic of China, the Company is required to maintain certain statutory reserves by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserves include surplus reserve fund, common welfare fund and the enterprise fund. These statutory reserves represent restricted retained earnings.

Surplus reserve fund

The Company is generally required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. However, the laws exclude the companies owned by foreign entities. The Company’s operating subsidiary, Harbin Yingxia, became a foreign owned entity in 2007 upon acquisition by the Company. Therefore, it is exempted from making any more mandatory reserves. It is at the management’s discretion whether to make any additional reserves.  For the three months ended March 31, 2008, the Company elected not to make any additional funds to this reserve.

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years ’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Common welfare fund

The Company is required to transfer 5% to 10% of its net income, as determined in accordance with the PRC accounting rules and regulations, to the statutory common welfare fund. Making any additional common welfare reserve becomes voluntary for the Company because its foreign entity status. For the three months ended March 31, 2008, the Company elected not to make any additional funds to this reserve.

This fund can only be utilized on capital items for the collective benefit of the Company ’ s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation.

F-14

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

11. STATUTORY RESERVES (Continued)

Enterprise fund

The enterprise fund may be used to acquire fixed assets or to increase the working capital to expend on production and operation of the business. No minimum contribution is required and the Company did not make any contribution to this fund during the three months ended March 31, 2008

The following represents the accumulated balances of the appropriations as of March 31, 2008:

Surplus Reserve	$	600,975
Common Welfare Reserve		300,488
Total	$	901,463

12. SEGMENT REPORTING

The company operates in one operating segment in accordance with the provisions of SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”. Although the Company develops, manufactures and commercializes various products such as nutritional food products, dietary supplements, cosmetic products, raw cactus plants and personal care products etc., the Company’s chief operating decision maker reviews and evaluates one set of combined financial information deciding how to allocate resources and in assessing performance.

For the three months ended March 31, 2008 and 2007, the Company’s sales revenue from various products are as follows:

	March 31, 2008		March 31, 2007
Nutritional Food Products	$	745,100	$	345,687
Dietary Supplements		1,229,945		392,186
Cosmetic Products		103,711		54,439
Raw cactus plants		13,665		-
Personal Care Products & others		19,483		865,579
Total	$	2,111,904	$	1,657,891

All the Company’s revenue were generated in China. The Company’s sales in foreign nations represent pilot programs that as of yet have not become full-scale operations.

F-15

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

13. STOCKHOLDERS’ EQUITY

A. Issuance of Common Stock

July 2007 Private Placement

On July 16, 2007, the Company entered into a stock subscription and warrant agreement, (“Subscription Agreement”), with three (3) accredited investors. Pursuant to the Subscription Agreement, the investors purchased 1,000,000 units, each unit consisting of (a) two shares of common stock and (b) one common stock purchase warrant, at a purchase price of $2.00 per unit. The Company received net proceeds of $1,980,000 in connection with this private placement.

With the warrants attached to the units sold in the private placement, the investors are entitled to purchase an aggregate of 1,000,000 shares of common stock at an exercise price of $1.50 per share. All these warrants are exercisable for five years from the effective date of registration statement.

Upon completion of the placement, the Company incurred approximately $20,000 in legal and other expenses.

August 2007 Private Placement

On August 9, 2007, the Company completed another private placement of its securities to accredited investors pursuant to Regulation D under the Securities Act of 1933, as amended. The Company entered into a stock subscription agreement and warrant agreement (“Subscription Agreement”), with twenty (20) accredited investors. Pursuant to the Subscription Agreement, the investors purchased 34.90052 units, each unit consisting of (a) 250,000 shares of common stock and (b) a 5-year stock purchase warrant to purchase 125,000 shares of common stock exercisable at $2.00 per share. The units were sold for a price of $250,000 per unit, yielding gross proceeds of $8,725,130 from the sale of the units. The Company paid fees and commissions in the aggregate amount of $1,398,387 in connection with this offering.

B. Warrants

Upon the execution of the both Subscription Agreements, the Company issued to the investors (i) 1,000,000 warrants under July 2007 Private Placement and (ii)4,362,565 warrants under August 2007 Private Placement. All warrants do not contain a cashless exercise provision. Accordingly, in accordance with EITF 00-19, the warrants are classified as equity.

F-16

CHINA YINGXIA INTERNATIONAL INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2008 AND 2007

13. STOCKHOLDERS’ EQUITY (Continued)

The fair value of the warrants was calculated using the Black-Scholes options pricing model using the following assumptions: Volatility 63%, risk free interest rate 5.050% for July 2007 Placement and 4.790% for August 2007 Placement, and expected term of 5 years.

Following is a summary of the status of warrants outstanding as of March 31, 2008:

		Outstanding Warrants
Exercise Price		Number		Average Remaining Life
$	1.50		1,000,000		4.25
$	2.00		4,362,565		4.33
			5,362,565

C. Stock issued for consulting services

In 2007, 105,800 shares of common stock were issued as full compensation to several consultants for certain consulting services provided to the Company.  An amount of $212,744, which represents the aggregate fair value of the shares issued in excess of par value, was included in additional paid-in capital. The full amount was expensed and included in the Statements of Income as a part of general and administrative expenses.

On February 26, 2008, 40,000 shares of common stock were issued as full compensation to certain consultants for consulting services provided to the Company. An amount of $41,960, which represents the aggregate fair value of the shares issued in excess of par value, was included in additional paid-in capital. The full amount was amortized and included in the Statements of Income for the three months ended March 31, 2008 as a part of general and administrative expenses.

As a result of these offerings, the Company issued a total of 10,840,930 shares of its common stock. As of March 31, 2008, there are 44,479,787 shares of common stock outstanding and no preferred stock.

14. COMMITMENTS AND CONTINGENCIES

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company’s sales, purchases and expenses transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. The RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China, the central bank of China. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

F-17

Item 2.  Management’s Discussion and Analysis or Plan of Operation.

The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.

Safe Harbor Regarding Forward-Looking Statements

The following discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating to future events or our future performance. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this prospectus. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Results of Operations 

For the Three Months Ended March 31, 2008 compared to the Three Months Ended March 31, 2007:

Revenue

The Company generated $2,111,904  in net sales for the three months ended March  31, 2008, an increase of $454,013 or 27.38% as compared to the revenue of $1,657,891 for the three months ended  March 31, 2007.

A breakdown of sales by product categories and as a percentage of total sales is listed below:

	Q1 2008 Revenue		Percentage of Revenue
Nutritional Foods	$	745,100		35.28	%
Dietary Supplements	$	1,229,945		58.23	%
Cosmetic Products	$	103,711		4.91	%
Raw cactus plants	$	13,665		0.64	%
Personal care and other products	$	19,483		0.94	%
Total	$	2,111,904

Nutritional Foods	Q1 2008 Revenue		Percentage of Nutritional Foods Sales
Functional Organic Rice	$	27,790		3.07	%
Soy Milk	$	73,013		9.79	%
Long Gu Millet	$	37,386		5.02	%
Dried herbal mushrooms	$	127,239		17.08	%
Organic eggs	$	125,131		16.79	%
Nestle products	$	10,274		1.37	%
Milk	$	53,276		7.15	%
Herbal black fungus soup and crackers*	$	85,504		11.47	%
Fruit jam*	$	65,960		8.88	%
Soybean oil*	$	25,087		3.36	%
Honey*	$	23,263		3.12	%

*New products introduced in the first quarter of 2008.

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Dietary Supplements	Q1 2008 Revenue		Percentage of Dietary Supplements Sales
Cactus based supplements	$	364,187		29.61	%
Freeze dried cactus powder	$	393,352		31.98	%
Ginseng based supplements	$	365,917		29.75	%

Historically, we experience in slowdown in our operations during the first quarter of every calendar year as a result of the calendar new year and Lunar New Year holidays. Despite this seasonality factor, we have been able to increase revenue and net income year on year. We achieved this growth during the first quarter of 2008 as a result of the increase of county level franchisees and also by introducing new nutritional food products. There were twenty one (21) new stock keeping units introduced in the first quarter of 2008. These products are all manufactured by third parties.  Total revenue generated by new products during the first quarter of 2008 was approximately $233,143. In addition, we were able to add forty three (43) franchisees new county level franchisees during this quarter. These franchisees contributed approximately $180,112 to our total revenue this quarter.

Cost of Sales

The cost of sales was $824,634 for the three months ended March 31, 2008, an increase of $34,528 or 4.3% as compared to the cost of sales of $790,106 for the three months ended March 31, 2007.

As a percentage of total sales, cost of sales decreased to 39.05% from 47.66% during the first quarter of 2008 compared to same quarter in 2007. This is a result of our ability to bring manufacture of products in house which enabled us to better control our costs of sales. For the first quarter of 2008, products manufactured in house generated approximately 79.13% of total revenue compared to 36.16% in the same period in 2007. During the first quarter of 2007, 63.84% of total revenue came from products which we bought at wholesale prices and distributed through our franchisees. During the first quarter in 2008, only 20.87% of our sales were generated from reselling products.

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Total Operating Expenses

Total operating  expenses were $490,340 for the three months ended March 31, 2008,  an increase  of  $173,737 or 54.88% as  compared to total  operating expenses of  $316,603  for the three  months  ended  March 31, 2007.  This increase in operating expenses is primarily due to our fees associated with legal, accounting, and investor relations services. These expenses related to these services totaled $123,885 during the first quarter of 2008.

Net Income

Net income for the three months ended March 31, 2008 increased to $712,370 or 29.25% from $551,139 for the three months ended March 31, 2007. Overall increase in net income for the three months period can be mainly attributed the introduction of new nutritional food products along with the addition of the forty three (43) county level franchisees.

Liquidity and Capital Resources

As of March 31, 2008, the Company had cash and cash equivalents of $2,877,784, as compared to $736,683 at December 31, 2007. As of March 31, 2008, the Company had working capital of $14,616,449, as compared to $ 14,765,981 as ofDecember 31, 2007.

Net cash used in operating activities totaled $293,227 for the three months ended March 31, 2008, as compared to cash provided by operating activities of $857,492 for the three months ended March 31, 2007. 

The net cash used in operations was largely impacted by the increase in inventory of $3,153,245. During the same period in 2007, spending on inventory only increased by $178,050. Approximately $2,904,135 of this inventory is the harvested rice and millet from our Donghai and Hulan production bases.

Net cash provided by investing activities totaled $1,508,575 for the three months ended March 31, 2008 as compared to net cash used in of $115,704 for the three months ended March 31, 2007. During the three month period ended March 31, 2007, we were able to collect short term loans of $2,194,774 and loans to related parties of $1,381,894. These collections are related to the loans we made to the farmers of our Hulan production base to finance the construction of well sinkers during the drought in 2007.

These collections offset deposits on buildings and land along with investment advances made toward the development of our business in southern China with Chi-Chi web and in India.

On January 23, 2008, the Company registered ‘China Xianhe India Private Limited” in New Deli, India.   RMB2,000,000 (approximately US$285,225) was made an advance as initial start up cost as of March 31,2008.  The Company is expected to expand its dietary supplement products into Indian market in the next several months. On February 28, 2008, the Company signed a letter of Intent with Guangzhou Chichi Network Technology Development Co., Ltd. (“Guangzhou Technology”), and Guangzhou Chichi Network Supermarket Chain Co., Ltd. (“Guangzhou Supermarket Chain”), together known as the Chichi Wang companies.  Subsequent to this agreement, the Company spent RMB1,200,000 (approximately US$171,000) to finalize the acquisition on April 25,2008.

Deposits on buildings and land were related to our sales offices in Beijing and Harbin along with land in Anhui.

The Company made separate deposits in the total amount of RMB21,219,685 (approximately US$ 3,026,196) on one building in Harbin, one office space in Beijing and a piece of land in Anhui Province it intends to purchase. All purchases are evidenced by purchase agreements and the transactions were not finalized as of March 31, 2008. Once the Company completes the title transfers, the deposits will be reclassified to Property, Plant and Equipment account.

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Net cash used in financing activities were nil for the three months ended March 31, 2008 as compared to nil for the three months ended March 31, 2007.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates.  The Company does not undertake any specific actions to limit those exposures.

PART I - Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of March 31, 2008, under the direction of our Chief Executive Officer/Chief Financial Officer, we evaluated our disclosure controls and procedures as of March 31, 2008 and concluded that our disclosure controls and procedures were ineffective as of March 31, 2008 due to the following:  A material weakness due to a lack sufficient personnel with the appropriate level of knowledge, experience and training in the application of accounting operations of our company. This weakness causes us to not fully identify and resolve accounting and disclosure issues that could lead to a failure to perform timely internal control and reviews.  In order to remedy the weaknesses identified in this assessment, in June 2008, we hired a full-time CFO and instructed him to develop and implement necessary internal control procedures.

There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2008, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

To the best of our knowledge, neither the Company nor any of its subsidiaries is a party to any pending or threatened legal proceedings.

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

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.

Exhibit No.	Title of Document
31.1	Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1	Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.

	CHINA YINGXIA INTERNATIONAL, INC.
Date: December 4, 2008	By:	/s/ Yingxia Jiao
		Yingxia Jiao
		Chief Executive Officer, Chief Financial Officer at March 31, 2008

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