UNITED
      STATES


SECURITIES
        AND EXCHANGE COMMISSION
 Washington,
        D.C. 20549
 
  Form
        10-KSB
  
 (Mark
        One)
  
 x
              ANNUAL
                  REPORT UNDER SECTION 13
                  OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                  1934
  For
        the fiscal year ended December 31, 2007
  o
              TRANSITION
                  REPORT UNDER SECTION
                  13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                  1934
  For
        the transition period from 
        to
  Commission
        File Number: 001-10559
  
 China
        International Tourism
        Holdings Ltd.
 F/K/ADARK
        DYNAMITE
        INC.
 (Exact
        name of small business issuer as
        specified in its charter)
  
 Nevada
                (State
                  of other jurisdiction of
                incorporation
                  or organization)
              65-1021346
                (I.R.S.
                  Employer Identification No.)E
                  Pang Gong Site, 44 Hong Guang Road,
                Xi
                  An, P. R. China
                (Address
                  of principal executive offices)
              710068
                (Zip
                  Code)(
                  8629 ) 8436-8561
                (Registrant’s
                  telephone number including area
                  code)
  
 Securities
        registered under Section 12(b) of the Act:
 Title
                  of each
                  class
              
              Name
                  of each exchange
                on
                  which
                  registeredNone
              
              Not
                  Applicable
  Securities
        registered under Section 12(g) of the Exchange Act:
  Common
        Stock, $.0001 par value
 (Title
        of Class)
  
 1
 Table
            of Contents
  Check
        whether the issuer is not required to file reports pursuant to Section 13
        or
        15(d) of the Exchange Act. o
  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
  Check
        whether the issuer (1) filed all reports required to be filed by
        Section 13 or 15 (d) of the Exchange Act during the past 12 months (or
        for such shorter period that the registrant was required to file such reports),
        and (2) has been subject to such filing requirements for the past 90 days.
    YesxNoo
  Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of
        Regulation S-B contained in this form, and no disclosure will be contained,
        to
        the best of the registrant’s knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or any
        amendment to this Form 10-KSB. x
  The
        Registrant’s revenues for its fiscal year ended December 31, 2007 were
        $516,218.
 
 As
        of April 14, 2008, there were 48,591,809 common shares
        outstanding and the aggregate market value of the common shares (based upon
        the
        close price of $.011 reported by brokers) held by non-affiliates was
        approximately $507,219.
  Transitional
        Small Business Disclosure Format (check one):    oYesxNo
 
 Number
        of
        shares of common stock outstanding as of April 14, 2008: 
48,591,809
  Number
        of
        shares of preferred stock outstanding as of April 14,
        2008:   3,295,000
  CAUTIONARY
        STATEMENT REGARDING FORWARD LOOKING INFORMATION
 
 The
        discussion contained in this 10-KSB under the Securities Exchange Act of
        1934,
        as amended, (the "Exchange Act") contains forward-looking statements that
        involve risks and uncertainties. The issuer's actual results could differ
        significantly from those discussed herein. These include statements about
        our
        expectations, beliefs, intentions or strategies for the future, which we
        indicate by words or phrases such as "anticipate," "expect," "intend," "plan,"
        "will," "we believe," "the Company believes," "management believes" and similar
        language, including those set forth in the discussion under "Description
        of
        Business," including the "Risk Factors" described in that section, and
        "Management's Discussion and Analysis or Plan of Operation" as well as those
        discussed elsewhere in this Form 10-KSB. We base our forward-looking statements
        on information currently available to us, and we assume no obligation to
        update
        them. Statements contained in this Form 10-KSB that are not historical facts
        are
        forward-looking statements that are subject to the "safe harbor" created
        by the
        Private Securities Litigation Reform Act of 1995.
 
 2
 
 TABLE
        OF CONTENTS
 
 PART
                  IItem 1
              
              Description
                  of Business
              
              4Item 2
              
              Description
                  of Property
              
              6Item 3
              
              Legal
                  Proceedings
              
              6Item 4
              
              Submissions
                  of Matters to a Vote of Security
                  Holders
              
              6PART IIItem 5
              
              Market
                  for Common Equity, Related Stockholder Matters And Small
                  Business Issuer Purchases of Equity Securities
              
              7Item 6
              
              Management’s
                  Discussion and Analysis or Plan of
                  Operation
              
              8Item 7
              
              Financial
                  Statements
              
              10Item 8
              
              Changes
                  in and Disagreements with Accountants on Accounting and
                  Financial Disclosure
              
              18Item 8A
              
              Controls
                  and Procedures
              
              18Item
                  8B
              
              Other
                  Information
              
              18PART IIIItem 9
              
              Directors,
                  Executive Officers, Promoters, Control Persons and
                  Corporate Governance; Compliance With Section 16(a) of the Exchange
                  Act
              
              19Item 10
              
              Executive
                  Compensation
              
              20Item 11
              
              Security
                  Ownership of Certain Beneficial Owners and Management
                  and Related Stockholder Matters
              
              20Item 12
              
              Certain
                  Relationships and Related Transaction, and Director
                  Independence
              
              20Item 13
              
              Exhibits
              
              21Item 14
              
              Principal
                  Accountant Fees and
                  Services
              
              21
  3
 Table
            of Contents
  PART
        I
 
 ITEM
        1.   DESCRIPTION OF BUSINESS
 
 History
 
 As
        used
        in this Annual Report, the terms "we", "us", "our," the “Registrant,” “CIHS” and
        the "Company" means, China International Tourism Holdings, Ltd., a Nevada
        corporation, formerly known as Dark Dynamite, Inc., NCI Holdings, Inc., Vector
        Holding, Inc., and prior to June 26, 2002, Vector Aeromotive Corporation.
        These
        terms also refer to our subsidiary corporation, Shanxi Kai Da Lv You Gu Wen
        You
        Xian Gong Si ("Kai Da"), a corporation organized under the laws of the Peoples’
Republic of China (“Kai Da”) acquired in August 2005.
 
 On
        April
        8, 2003, the Company, under prior management, retroactively approved the
        sale of
        its 100% interest in Bestfoodonline.com, Inc. (Bestfood) to Miami Venture
        Capital for $10, effective as of December 30, 2002. The purpose of the
        disposition was to further streamline us by eliminating any lingering management
        issues, liabilities and other complications which may have involved Bestfood.
        The sale of Bestfood to MVC also provides further separation from our former
        president. Bestfood was considered by new management to be a burden on us
        and
        was not considered a viable operating company with any substantive beneficial
        future prospects for us. We were thus without significant operations for
        the
        year ended December 31, 2003.
 
 On
        March
        15, 2004, Jared Gold assumed the role of president, director, and C.E.O.
        Gold
        gained a controlling interest in us as a result of exchanging his 100% interest
        in Black Chandelier, Inc., for 70,000,000 shares (35 post-reverse split shares)
        of our restricted common stock, which constituted approximately 96% of the
        issued and outstanding shares of common stock at the time of
        issuance.
 
 The
        acquisition of Black Chandelier was the first in a series of planned
        transactions designed to grow us into a multifaceted lifestyles company.
        Commensurate with this goal, we underwent a series of changes including the
        name
        change from NCI Holdings, Inc., to Dark Dynamite, Inc.
 
 On
        October 3, 2005, we transferred a total of 4,990,000 shares of convertible
        preferred stock to Kai Da and/or the Kai Da shareholders for $495,000, less
        related expenses, and issued 100,000 new shares of common stock to Kai Da
        and/or
        the Kai Da shareholders in exchange for all of their shares of registered
        capital of Kai Da, which then became a wholly-owned subsidiary. After the
        closing, Kai Da and/or the Kai Da shareholders converted 1,600,000 of the
        4,990,000 shares of Convertible Preferred Stock purchased into 40,000,000
        shares
        of common stock, and transferred all of the 40,100,000 shares of common stock
        issued to them at the closing, pursuant to trust arrangements established
        under
        Chinese law, on a pro rata basis and in a Regulation S offering, to
        approximately 3,601 shareholders of Shanxi E Pang Gong Tourism Development
        Co.,
        Ltd. (“E Pang Gong”), a limited liability company organized under the laws of
        the Peoples’ Republic of China. E Pang Gong controls the leasehold interest and
        certain improvements associated with the E Pang Gong Theme Park in Xi’An, China.
        The E Pang Gong Theme Park and related improvements is the subject of a
        management contract with Kai Da, pursuant to which Kai Da manages the Theme
        Park
        assets and earns most of its revenues.
 
 Mr.
        Richard Surber transferred approximately 4.9 million shares of convertible
        preferred stock, we issued 100,000 common shares to Kai Da and Mr. Surber
        received the $495,000 in cash. Mr. Surber did not contribute a portion of
        this
        consideration to us.
 On
        March
        17, 2005, we approved and submitted for filing with the Nevada Secretary
        of
        State’s Office a Certificate of Change Pursuant to NRS 78.209 to carry out a
        reverse stock split of our common stock on a one (1) for one thousand (1,000)
        basis. This action reduced the number of authorized shares of common stock
        from
        Five Billion (5,000,000,000) to Five Million (5,000,000), par value $0.0001
        per
        share. All fractional shares that resulted from the reverse split are rounded
        up
        to the next whole share. The effective date of the stock split was March
        28,
        2005.
 
 On
        August
        29, 2005, we filed an Amendment to its articles of incorporation increasing
        the
        number of authorized shares of our Common Stock from 5,000,000 to 1,000,000,000,
        with a $0.0001 par value per share. The number of preferred shares authorized
        will remain at 5,000,000, with a $0.01 par value per share. Upon the filing
        of
        the Amended Articles of Incorporation, we were authorized to issue 1,000,000,000
        shares of common stock, $0.0001 par value per share.
 
 On
        November 21, 2005, we approved and submitted for filing with the Nevada
        Secretary of State’s Office a Certificate of Change Pursuant to NRS 78.209 to
        carry out a reverse stock split of our common stock on a one (1) for four
        (4)
        basis. This action reduced the number of authorized shares of common stock
        from
        One Billion (1,000,000,000) to Two Hundred Fifty Million (250,000,000), par
        value $0.0001 per share. All fractional shares that resulted from the reverse
        split were rounded up to the next whole share.
 
 On
        April
        1, 2006, we executed an agreement between us and Diversified Holdings X,
        Inc.
        ("DHX"), a Nevada corporation, pursuant to which we agreed to sell our ownership
        of Black Chandelier, Inc. to DHX.
  Pursuant
        to and at the closing of the agreement, which occurred as of April 1, 2006,
        DHX
        tendered a cash purchase price of $100 as well as assumption of certain
        liabilities in exchange for all outstanding shares of Black Chandelier, Inc.
        held by us. As a result of the transactions consummated at the closing, the
        purchase and issuance gave DHX a 'controlling interest' in Black Chandelier,
        Inc., and Black Chandelier was no longer our wholly-owned
        subsidiary.
 
 Black
        Chandelier retained the obligation for all liabilities to third parties and
        held
        all rights to receivables as of the date thereof, the parties expressly agreed
        that all liabilities and receivables between us and Black Chandelier were
        extinguished by the parties through this agreement and Black Chandelier hereby
        released us from any third party liabilities arising out of Black Chandelier’s
        operations. DHX assumed any liabilities that may arise after
        closing.
 
 Business
        Description of the
        Issuer
  After
        the
        acquisition of Kai Da, management changed our primary business into theme
        park
        management and travel related services. Accordingly, we changed our name
        to
        China International Tourism Holdings Ltd. We contract and operate the Theme
        Park
        of Qin E Pang Gong (“Theme Park”) through Shanxi Kai Da Lv You Gu Wen You
        Xian Gong Si (“Kai Da”), our wholly owned subsidiary in China. The Theme Park
        was built up next to the historical address of E Pang Gong, the most prestigious
        and largest palace in Chinese history built for Qin Shi Huang, the first
        emperor
        in the Qin dynasty over 2,200 years ago. E Pang Gong was burned down during
        the
        war and became a legend as well as the subject of numerous historical books.
        In
        1994, the historical address of E Pang Gong was appraised by United Nations
        Educational, Scientific and Cultural Organization ("UNESCO") as one of the
        wonders in the ancient world due to the size of the palace and the degree
        of
        preservation. The current theme park was built imitating the original palace
        based on historical records and legends, covering approximately 5.59 million
        square feet consisting of several building structure, including the Front
        Palace, Qihe River, Magnetic Gate, Heaven Tower, Earth Temple, Lan-Chi Palace
        and the Shang-Lin Garden. Management believes it’s a significant achievement to
        be able to display such a famous and grand palace to the domestic and
        international communities. It is believed to be one of the more important
        historical sites in China.
 
 In
        addition to our Theme Park management, we also manage Six-state Hot Spring
        Resort, one of the components of Theme Park business, which is located inside
        the Theme Park and built in an ancient Chinese style to match the Theme
        Park.
 
 More
        information about our business can be found on the corporate website at http://www.qinepanggong.com.
 
 4
 Table
            of Contents
  THEME
        PARK
        BUSINESS
  The
        Theme
        Park is located in a suburban area of Xi'an city, approximately 30 minutes
        away
        from downtown Xi'an. The city recently completed an upgrade of the road
        infrastructure called 'the Western 3 rd Beltway'
        which enables our customers to travel a more direct and convenient route
        from
        the city. Xi'an has been the capital (under various names) of 13 dynasties
        in
        ancient China, including the Zhou, Qin, Han, the Sui dynasty, and the Tang.
        Xi'an is also renowned for being the eastern terminus of the Silk Road and
        for
        the location of the Terracotta Warriors, made during the Qin Dynasty. The
        city
        has more than 3,100 years of history. The abundant cultural heritage is an
        attraction to a large number of domestic residents and international visitors.
        In 2007, there were approximately 1,000,000 people from oversea visiting
        Xi'an,
        increased by 15.31% compared to 2006.
  As
        an important component to show China's culture in the Qin Dynasty, the Theme
        Park is popular to tourists, similar to the famous Qin Shi Huang’s Terra-cotta
        Warriors and Horses Museum, the Mausoleum of Qin Shi Huang. The Theme Park
        hosts
        a different atmosphere from a museum in that it is interactive and engaging
        for
        our customers. We utilize music and dance as a means to deliver the history
        of
        the site. The theme park was built as a 'to-scale' replica of the original
        palace based on the most reliable historical records and written legends,
        covering approximately 5.59 million square feet and consisting of several
        different structures such as the Front Palace, Qihe River, Magnetic Gate,
        Heaven
        Tower, Earth Temple, Lan-Chi Palace and Shang-Lin Garden. Each part has its
        own
        significance, which is interpreted by a series of dancing shows, such as
        the
        Ceremony for Qin Shi Huang’s Coronation, Departure of the Warriors, Battle of
        Unification, Assassination of JingKe, etc.
 
 In
        addition, we are developing another brand new large-scale outdoor Dinner
        Show
        Program for the culture of Qin Dynasty, which will be performed in the Front
        Palace area of the Theme Park. The Dinner Show will be designed as an opera
        and
        will reintroduce the Qin Dynasty dancing and songs from over 2,200 years
        ago.
        All the songs will be conducted by music professional familiar with the history
        of the site. During the show, we will provide tourists with a dinner of
        traditional Chinese cuisine. As of December 31, 2007, the music and the story
        book for the dinner show were done. We hope to transform the Theme Park beyond
        the educational and historical aspects to also include a multi-function
        entertainment center.
  RESORTS
        BUSINESS
  The
        Six-state Hot Spring Resort (the “Resort”) is located inside the Theme Park and
        built in an ancient Chinese style to match the Theme Park. The Resort includes
        six sections, with approximately 187 suites, 1 conference room with the capacity
        to hold more than 600 persons, 7 middle-size conference rooms, 7 two-story
        buildings, 1 ballroom for 800 persons and 15 small-size banquet rooms. All
        the
        buildings are surrounded by gardens and some of them are connected by covered
        corridors.
 As
        is the
        case in many theme parks, it’s convenient for tourists to take a rest following
        their visit. In addition, the unique style and elegant surroundings give
        the
        Resort a special allure for meetings and events that leave a lasting impression.
        From small meeting rooms to grand-scale conference centers, we bring to every
        event a dedicated focus and unbridled enthusiasm. Whether our clients are
        planning a company strategy session, an intimate cocktail party or a celebratory
        banquet, they can enjoy the facilities of the Resort and always have our
        undivided attention.
 
 Government
        Regulation
 
 Since
        the
        historical address of E Pang Gong was appraised as culture heritage, its
        preservation needs to comply with the corresponding laws, rules, regulations
        and
        ordinance to preserve the cultural heritage in the People’s Republic of China.
        Although we do not foresee any change in existing regulations, if changes
        should
        occur, we believe that it can adapt to such new regulations and that those
        changes would not have any significant effect on our revenues or current
        operations. However, no assurance can be made that compliance or failure
        to
        comply with future regulations will not have a materially adverse effect
        on the
        business, our operating results or financial condition. However, in certain
        circumstances, such as in a new or start-up business activity, it may not
        be
        possible to predict with any degree of accuracy the impact of governmental
        regulations. The inability to ascertain the effect of government regulations
        on
        prospective business activities will make our business a higher risk
        enterprise.
 
 Competition
 
 The
        Theme
        Parks and resorts compete with all other forms of entertainment, lodging,
        tourism and recreational activities, many of which will have a competitive
        edge
        over us by virtue of their stronger financial resources and prior experience
        in
        business. The profitability of the leisure-time industry is influenced by
        various factors which are not directly controllable, such as economic
        conditions, amount of available leisure time, oil and transportation prices
        and
        weather patterns. We believe our theme parks and resorts benefit substantially
        from our reputation in the tourism industry for excellent quality and E Pang
        Gong’s special position in Chinese history. In addition, the status as a
        reporting public entity could give us a competitive advantage over privately
        held entities having a similar business objective in forming strategic
        partnerships with Chinese companies which have significant growth
        potential.
 
 Employees
  We
        have
        hired approximately 210 full-time employees to operate the Theme Park and
        the
        Resort, of which 35 persons are on the management team. The other positions
        include waiters, waitresses, landscapers, maids, securities, cleaners, and
        so
        on. All the artists for the shows are subject to their respective performance
        contracts.
  Reports
        to Security
        Holders
  We
        are
        not required to deliver an annual report to security holders and will not
        voluntarily deliver a copy of the annual report to security holders. If we
        should choose to create an annual report, it will contain audited financial
        statements. We intend to file all of its required information with the SEC.
        We
        plan to file our 10-KSB, 10-QSB, and all other forms that are or may become
        applicable with the SEC.
  The
        public may read and copy any materials that are filed by us with the SEC
        at the
        SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The
        Public may obtain information on the operation of the Public Reference Room
        by
        calling the SEC at 1-800-SEC-0330. The statements and forms filed by us with
        the
        SEC have been filed electronically and are available for viewing or copy
        on the
        SEC maintained Internet site that contains reports, proxy and information
        statements, as well as other information regarding issuers that file
        electronically with the SEC. The Internet address for this site can be found
        at http://www.sec.gov.
 
 5
 Table
            of Contents
  ITEM
        2.   DESCRIPTION OF PROPERTY
 
 We
        are
        currently occupying an office of approximately 22,000 square feet inside
        the
        Theme Park. As of today’s date, we do not need to pay for such occupation since
        it is considered in partial compensation for the management services that
        we
        provide to the Theme Park.
 
 ITEM
        3.   LEGAL PROCEEDINGS
 
 Securities
        and Exchange
        Commission v. David M. Wolfson, et al. On October 16, 2003 a civil
        complaint was filed by the Securities and Exchange Commission in which NCI
        Holdings, Inc. (n/k/a China International Tourism Holdings Ltd.) was named
        as a
        respondent. Our former president Gino Carlucci was also named as a respondent.
        The suit was filed in the United States District Court for the District of
        Utah
        and bears the docket number 2:03CV00914DAK and the style of the case
        is: A Securities and Exchange Commission v. David M. Wolfson; NuWay
        Holdings, Inc., a Nevada corporation; Momentous Group, LLC, a Utah limited
        liability company; Leeward Consulting Group, LLC, a Utah limited liability
        company; Sukumo Limited, a company incorporated in the British Virgin Islands
        (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First Chartered Capital Corporation,
        First Colonial Trust, First China Capital and International Investment Holding);
        Michael Sydney Newman (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a Utah
        corporation; Howard H. Robertson; Gino Carlucci; G & G Capital, LLC an
        Arizona and Utah limited liability company; F10 Oil and Gas Properties, Inc.;
        Jon H. Marple; Mary E. Blake; Jon R. Marple; Grateful Internet Associates,
        LLC,
        a Colorado limited liability company; Diversified Financial Resources
        Corporation, a Delaware corporation; John Chapman; Valesc Holdings, Inc.,
        a New
        Jersey corporation; Jeremy D. Kraus; Samuel Cohen; NCI Holdings, Inc., a
        Nevada
        corporation. The complaint alleges that NCI failed to accurately and fully
        disclose the nature of NCI's relationship to The Sukumo Group, Inc., including
        the failure of Sukumo to complete the purchase of the shares and alleges
        that
        Sukumo acted as a selling agent for NCI. The complaint also faults The Sukumo
        Group Inc.'s actions with regard to the sale of common stock to off shore
        purchasers for failing to disclose the interest that Sukumo had in each sale,
        reporting that it was taking a 1-2% commission on the sale rather than keeping
        70% or more of the proceeds of each transaction. A tentative settlement
        agreement has been reached in this case and we expect the Final Judgment
        will be
        entered sometime in the second quarter of 2008.  Pursuant to the terms
        of the proposed Final Judgment, the Defendant is liable for disgorgement
        of
        $107,000, representing profits gained  as a result of the conduct
        alleged in the Complaint, together with prejudgment interest thereon in the
        amount of $35,426.39, for a total of $142,426.39, however, the Court is not
        ordering Defendant to pay a civil penalty and payment of all but $30,000,
        of the
        disgorgement and pre-judgment interest thereon is waived.  Defendant
        shall satisfy this obligation by paying $30,000.00 within ten business days
        to
        the Court, together with a cover letter identifying NCI Holdings, Inc. as
        a
        defendant in this action; setting forth the title and civil action number
        of
        this action and the name of the Court; and specifying that final payment
        is made
        pursuant to the Final Judgment.  Defendant shall simultaneously
        transmit photocopies of such payments and letters to the Commission’s counsel in
        this action.  By making these payments, Defendant relinquishes all
        legal and equitable right, title, and interest in such funds, and no part
        of the
        funds shall be returned to Defendant.  Defendant shall also pay post-judgment
        interest on any delinquent amounts pursuant to 28 USC
§ 1961.The determination not to impose a civil penalty
        and to waive payment of all but $30,000 of the disgorgement and pre-judgment
        interest is contingent upon the accuracy and completeness of Defendant's
        Statement of Financial Condition.  If at any time following the entry
        of the Final Judgment the Commission obtains information indicating that
        Defendant’s representations to the Commission concerning his assets, income,
        liabilities, or net worth were fraudulent, misleading, inaccurate, or incomplete
        in any material respect as of the time such representations were made, the
        Commission may, at its sole discretion and without prior notice to Defendant,
        petition the Court for an order requiring Defendant to pay the unpaid portion
        of
        the disgorgement, pre-judgment and post-judgment interest thereon, and the
        maximum civil penalty allowable under the law.  In connection with any
        such petition, the only issue shall be whether the financial information
        provided by Defendant was fraudulent, misleading, inaccurate, or incomplete
        in
        any material respect as of the time such representations were
        made.  In its petition, the Commission may move the Court to consider
        all available remedies, including, but not limited to, ordering Defendant
        to pay
        funds or assets, directing the forfeiture of any assets, or sanctions for
        contempt of the Final Judgment.  The Commission may also request
        additional discovery.  Defendant may not, by way of defense to such
        petition:  (1) challenge the validity of the Consent or the Final
        Judgment; (2) contest the allegations in the Complaint filed by the Commission;
        (3) assert that payment of disgorgement, pre-judgment and post-judgment interest
        or a civil penalty should not be ordered; (4) contest the amount of disgorgement
        and pre-judgment and post-judgment interest; (5) contest the imposition of
        the
        maximum civil penalty allowable under the law; or (6) assert any defense
        to
        liability or remedy, including, but not limited to, any statute of limitations
        defense.
   Dark
        Dynamite, Inc. and Diversified Holdings
        X, Inc. v. Allen E. Weintraub and Miami Venture Capital,
        Inc. Civil complaint filed in the Third District Court of the
        State of Utah, Salt Lake County, Civil No. 050905249. A default judgment
        was
        entered against the defendants on March 15, 2006 after a hearing before the
        court, the judgment awarded damages in the sums of $267,892, and an award
        for
        costs and attorneys fees has not yet been calculated.  On January 16,
        2008, the Court issued an Order to Show Cause why this case should not be
        dismissed for failure to prosecute.  The Court issued this Order
        because nothing had been filed with the Court since January 16,
        2007.  Plaintiff was ordered to inform the Court of the status of the
        case and his intentions to proceed within fifteen (15) days of the date the
        Order was issued.  Plaintiff has failed to respond to the Court’s
        Order.  Accordingly, the Court dismissed the case without prejudice on
        February 19th,
        2008.
  ITEM
        4.  SUBMISSION
        OF MATTERS TO A VOTE OF
        SECURITY HOLDERS
 
 None.
 
 6
 Table
            of Contents
  PART
        II
  ITEM
        5.  MARKET
        FOR COMMON EQUITY
        AND RELATED STOCKHOLDER MATTERS
  Our
        common stock is quoted on the Electronic Over-the-Counter Bulletin Board
        under
        the symbol, “CIHS.OB”. Trading in the common stock in the over-the-counter
        market has been limited and sporadic and the quotations set forth below are
        not
        necessarily indicative of actual market conditions. Furthermore, these prices
        reflect inter-dealer prices without retail mark-up, mark-down, or commission,
        and may not necessarily reflect actual transactions. The high and low bid
        prices
        for the common stock for each quarter of the years ended December 31, 2007
        and
        2006 are as follows:
 
 QUARTER
                  ENDING
              
              LOW
              
              
              HIGHMarch
                  31, 2007
              
              $
              0.11
              
              
              $
              0.11June
                  30, 2007
              
              $
              0.070
              
              
              $
              0.075September
                  30, 2007
              
              $
              0.016
              
              
              $
              0.016December
                  31, 2007
              
              $
              0.016
              
              
              $
              0.016March
                  31, 2006
              
              $
              0.65
              
              
              $
              2.10June
                  30, 2006
              
              $
              0.26
              
              
              $
              0.66September
                  30, 2006
              
              $
              0.23
              
              
              $
              0.32December
                  31, 2006
              
              $
              0.15
              
              
              $
              0.26
 
 Record
        Holders
 
 The
        holders of the Common Stock are entitled to one vote for each share held
        of
        record on all matters submitted to a vote of stockholders. Holders of the
        Common
        Stock have no preemptive rights and no right to convert their Common Stock
        into
        any other securities. There are no redemption or sinking fund provisions
        applicable to the Common Stock. We are authorized to issue 250,000,000 shares
        of
        common stock, and 5,000,000 shares of preferred stock. There are currently
        approximately 4,492 record holders of our common stock.
 
 Dividends
 
 We
        have
        not declared any dividends since our inception and do not anticipate paying
        any
        dividends in the foreseeable future. The payment of dividends is within the
        discretion of the Board of Directors, and will depend on our earnings, capital
        requirements, financial condition, and other relevant factors. There are
        no
        restrictions that currently limit our ability to pay dividends on our Common
        Stock, other than those generally imposed by applicable state law.
 
 2006
        Non-Qualified Stock
        Compensation Plan
 
 In
        the
        4th Quarter of 2006, the Board of Directors and a Majority of the voting
        rights
        held by shareholders approved a 2006 Non-Qualified Stock Compensation Plan
        for
        our employees, directors, officers, consultants, advisors, and other persons
        who
        provide valuable services to the Company, with equity-based compensation
        incentives. Under the Plan, we may issue up to 5,000,000 shares of $.001
        par
        value common stock. We also filed a related Form S-8 with the SEC. There
        are
        currently 2,370,000 common shares issued under the plan.
  Equity
        Compensation Plan Information
  (a)
              (b)
              (c)Plan
                  category
              Number
                  of securities to be issued upon exercise of outstanding options,
                  warrants
                  and rights
              Weighted-average
                  exercise price of outstanding options, warrants and rights
              Number
                  of securities remaining available for future issuance under equity
                  compensation plans (excluding securities reflected in column
                  (a))Equity
                  compensation plans approved by security holders
              2,370,000
              $.16
              2,630,000Equity
                  compensation plans not approved by security holders
              -
              $ 
                  -
              -Total
              2,370,000
              
              2,630,000
  Limited
        Market for Common
        Stock.
 
 There
        is
        currently a limited trading market for our shares of common stock, and there
        can
        be no assurance that a more substantial market will ever develop or be
        maintained. Any market price for shares of common stock of China International
        Tourism Holdings Ltd. is likely to be very volatile, and numerous factors
        beyond
        our control may have a significant adverse effect on that market price. In
        addition, the stock markets generally have experienced, and continue to
        experience, extreme price and volume fluctuations which have affected the
        market
        price of many small capital companies, and which have often been unrelated
        to
        the operating performance of these companies. These broad market fluctuations,
        as well as general economic and political conditions, may also adversely
        affect
        the market price of our common stock. Further, there is no correlation between
        the present limited market price of our common stock and our revenues, book
        value, assets or other established criteria of value. The present limited
        quotations of our common stock should not be considered indicative of the
        actual
        value of China International Tourism Holdings Ltd., or our common
        stock.
 
 Risks
        of "Penny
        Stock”
 
 China
        International Tourism Holdings Ltd.'s common stock (OTC BB: CIHS) may be
        deemed
        to be "penny stock," as that term is defined in Rule 3a51-1 of the Securities
        and Exchange Commission. Penny stocks are stocks (i) with a price of less
        than
        $5.00 per share; (ii) that are not traded on a "recognized" national exchange;
        (iii) whose prices are not quoted on the NASDAQ automated quotation system
        (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) in
        issuers
        with net tangible assets less than $2,000,000 (if the issuer has been in
        continuous operation for at least three years) or $5,000,000 (if in continuous
        operation for less than three years), or with average sales of less than
        $6,000,000 for the last three years. Until recently, there had been no
        "established public market" for our common stock during the last five years.
        While our stock has traded between $0.0001 and $14.00 per share over the
        past
        several years, there is no assurance that this price level will continue.
        Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule
        15g-2
        of the Securities and Exchange Commission require broker/dealers dealing
        in
        penny stocks to provide potential investors with a document disclosing the
        risks
        of penny stocks and to obtain a manually signed and dated written receipt
        of the
        document before effecting any transaction in a penny stock for the investor's
        account. Potential investors in our common stock are urged to obtain and
        read
        this disclosure carefully before purchasing any shares that are deemed to
        be a
        "penny stock."
 
 Moreover,
        Rule 15g-9 of the Securities and Exchange Commission requires broker/dealers
        in
        penny stocks to approve the account of any investor for transactions in such
        stocks before selling any penny stocks to that investor. This procedure requires
        the broker/dealer to (i) obtain from the investor information concerning
        his or
        her financial situation, investment experience and investment objectives;
        (ii)
        reasonably determine, based on that information, that transactions in penny
        stocks are suitable for the investor and that the investor has sufficient
        knowledge and experience as to be reasonably capable of evaluating the risks
        of
        penny stock transactions; (iii) provide the investor with a written statement
        setting forth the basis on which the broker/dealer made the determination
        in
        (iv) above; and (v) receive a signed and dated copy of such statement from
        the
        investor, confirming that it accurately reflects the investor's financial
        situation, investment experience and investment objectives. Compliance with
        these requirements may make it more difficult for investors in our common
        stock
        to resell their shares to third parties or to otherwise dispose of
        them.
 
 7
 Table
            of Contents
  ITEM
        6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS
 
 FORWARD
        LOOKING STATEMENTS
  Certain
        statements in this report,
        including statements of our expectations, intentions, plans and beliefs,
        including those contained in or implied by "Management's Discussion and
        Analysis" and the Notes to Consolidated Financial Statements, are
        "forward-looking statements", within the meaning of Section 21E of the
        Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are
        subject to certain events, risks and uncertainties that may be outside our
        control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”,
“will”, and similar expressions identify forward-looking statements. Readers are
        cautioned not to place undue reliance on these forward-looking statements,
        which
        speak only as of the date on which they are made. We undertake no obligation
        to
        update or revise any forward-looking statements. These forward-looking
        statements include statements of management's plans and objectives for our
        future operations and statements of future economic performance, information
        regarding our expansion and possible results from expansion, our expected
        growth, our capital budget and future capital requirements, the availability
        of
        funds and our ability to meet future capital needs, the realization of our
        deferred tax assets, and the assumptions described in this report underlying
        such forward-looking statements. Actual results and developments could differ
        materially from those expressed in or implied by such statements due to a
        number
        of factors, including, without limitation, those described in the context
        of
        such forward-looking statements, our expansion and acquisition strategy,
        our
        ability to achieve operating efficiencies, our dependence on network
        infrastructure, capacity, telecommunications carriers and other suppliers,
        industry pricing and technology trends, evolving industry standards, domestic
        and international regulatory matters, general economic and business conditions,
        the strength and financial resources of our competitors, our ability to find
        and
        retain skilled personnel, the political and economic climate in which we
        conduct
        operations and the risk factors described from time to time in our other
        documents and reports filed with the Securities and Exchange Commission (the
        "Commission"). Additional factors that could cause actual results to differ
        materially from the forward-looking statements include, but are not limited
        to:
        1) our ability to successfully manage the theme park on a timely basis and
        in
        the prescribed condition; 2) our ability to compete effectively with other
        companies in the same industry; 3) our ability to raise sufficient capital
        in
        order to effectuate our business plan; and 4) our ability to retain our key
        executives.
 
 CRITICAL
        ACCOUNTING POLICIES
 
 Revenue
        recognition
 
 Our
        policy is to recognize income when
        it is earned.Ourrevenue
        is derived from ticket
        sales,and hotel and
        restaurant income. Revenues are booked net of any cash discounts. If any
        material contingencies are present, revenue recognition is delayed until
        all
        material contingencies are eliminated. Material contingencies are circumstances
        in which there are any potential uncertainties as to the completion of the
        revenue process being complete. Further, no revenue is recognized unless
        collection of the applicable consideration is probable. Probable collection
        is
        determined at the time collection occurs or is more than reasonably possible
        it
        will be collected. Retail store sales - revenue is recognized when sales
        are
        made. They are paid by cash or credit card.
 
 Property,
        Plant, and
        Equipment
 
 Property,
        plant, and equipment are
        recorded at cost less accumulated depreciation and impairment. Repairs and
        maintenance expenditures, which are not considered improvements and do not
        extend the useful life of property, plant, and equipment, are expensed as
        incurred. The cost and related accumulated depreciation applicable to property,
        plant, and equipment sold or no longer in service are eliminated from the
        accounts and any gain or loss is included in the statement of
        operations.
  Depreciation
        is calculated to write-off
        the cost or basis of the property, plant, and equipment over their estimated
        useful lives for the date on which they become fully operational and after
        taking into account their estimated residual values (salvage value), using
        the
        straight-line method, at the following rates per year:
  Equipment Straight-line
        for 5 to 20
        years with a 5% salvage value
  Furniture Straight-line
        for 5 to 10
        years with a 5% salvage value
  Autos Straight-line
        for 5 to 10
        years with a 5% salvage value
 
 When
        assets are sold or retired, their
        costs and accumulated depreciation are eliminated from the accounts and any
        gain
        or loss resulting from their disposal is included in theStatement
        ofOperations.
  The
        Company recognizes an impairment
        loss on property, plant, and equipment when evidence, such as the sum of
        expected future cash flows (undiscounted and without interest charges),
        indicates that future operations will not produce sufficient revenue to cover
        the related future costs, including depreciation, and when the carrying amount
        of the asset cannot be realized through sale. Measurement of the impairment
        loss
        is based on the fair value of the assets.
 
 Stock-Based
        Compensation
 
 We
        account for stock-based compensation using the fair value method of Financial
        Accounting Standard No. 123R. Common shares issued for services rendered
        by a
        third party (both employees and non-employees) are recorded at the fair value
        of
        the shares issued or services rendered, whichever is more readily
        determinable.
  RESULTS
        OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006.
 
 Revenues
 
 Gross
        revenues for the years ended December 31, 2007 and 2006 were $516,218 and
        $834,554, respectively, derived from ticket sales, and hotel and restaurant
        income. The decrease by $318,336 was due primarily to the consummation of
        the
        contracts with some travel agents in February 2007, pursuant to which the
        travel
        agents brought tourists to our theme park for the discounted price. We did
        not
        have new contracts signed with the travel agents in 2007.
 
 Due
        to
        the different peak season timing for the theme park and most of our tours
        are a
        one-day trip to the theme park, the revenue appears to be diversified. The
        theme
        park is not the only resource of revenue. The peak season for the theme park
        tickets is from March to October, compared to the peak season for the resorts
        in
        the first quarter. We expect to generate new revenues in 2008 from the launch
        of
        our dinner show project.
 
 Income
        /
        Loss
 
 Net
        losses for the years ended December 31, 2007 and 2006 were $332,876 and
        $356,048, respectively. The net loss during 2007 was due primarily to the
        decease in sales revenue. As a result, the gross profit was insufficient
        to
        cover the operating expenses. The net loss during 2006 was due primarily
        to the
        high operating expenses resulting from the issuance of 2,370,000 shares of
        common stock for services in connection with stage construction and maintenance,
        general management consulting and advisory services, including but not limited
        to, the following:
  -
              Design
                  andinstallation
                  of stagelighting,
                  including butnot
                  limited to,theinstallationand
                  maintenancefor the lamps
                  and lanterns, the
                  lamp box,andthe control
                  electricity cabinet;-
              Our
                  corporate image design and website construction;-
              Advertisements
 
 -
              Advise
                  on procedures, regulations, and compliance of a public listed
                  company;
 
 -
              Assistance
                  with preparation of applicable filings with the
                  SEC;
 
 -
              Assistance
                  with preparation of financial statements;-
              EDGAR
                  services
 
 The
        shares were valued based on the market price on the date of the stock grant
        or
        the specific terms of the applicable consulting agreements and booked pro
        rata
        due to the service periods, which was completed as of December 31, 2006 and
        2007, respectively.
 
 We
        expect
        to incur losses or keep breakeven in fiscal year 2007 until traffic is increased
        to the Theme Park and product sales increase. There can be no assurance that
        we
        will achieve or maintain profitability, or that any revenue growth will take
        place in the future.
  8
 Table
            of Contents
  Expenses
 
 Selling,
        general and administrative expenses for the years ended December 31, 2007
        and
        2006 were $737,406 and $1,053,496, respectively. We had the following notable
        expenses during 2007 and 2006:
 
 ·
              In
                  2006, we issued a total of 2,370,000 shares to several consultants
                  for
                  services rendered, including design andinstallation
                  of stagelighting,corporate image design and
                  website construction, advertisement, SEC compliance and general
                  corporate consulting. The shares were valued at the market price
                  on the
                  date of issuance, or $.17 per share, yielding an aggregate market
                  value of
                  $428,500. These expenses were included in the accompanying statement
                  of
                  operations for both years ended December 31, 2006 and 2007.·
              Auditing
                  expenses were $37,000 and $28,000, respectively.·
              Salaries
                  and related expenses were $136,278 and $117,576,
                  respectively.·
              Maintenance
                  expenses were $11,277 and $21,483,
                  respectively.
 
 Cost
        of
        Sales
 
 Cost
        of
        sales included expenses directly related to delivering our product or services
        Travel agents' commissions and direct labor would be examples of cost of
        sales
        items. During the years ended December 31, 2007 and 2006, we had $115,951
        and
        $129,873, respectively, in cost of sales. Cost of sales as a percentage of
        sales
        was 22% and 16%, respectively. The increase in percentage during 2007 was
        attributable to the decease in sales revenue, but the cost of sales remaining
        in
        the same level due to the feature of theme park business.
 
 Impact
        of
        Inflation
 
 We
        believe that inflation has had a negligible effect on operations during this
        period. We believe that we can offset inflationary increases in the cost
        of
        sales by increasing sales and improving operating efficiencies.
 
 Liquidity
        and Capital
        Resources
 
 Cash
        flows used in operating activities were $2,821 and $46,446 for the years
        ended
        December 31, 2007 and 2006, respectively. Negative cash flows from operation
        in
        2007 were primarily due to the net loss of $332,876, partially offset by
        depreciation of $128,437 and increase in accounts payable of $142,537. Negative
        cash flows from operations in 2006 were primarily due to the net loss of
        $328,725, decrease in accounts payable of $284,596, partially offset by the
        stock issued for services.
 
 Cash
        flows used in investing activities were $46,719 for the year ended December
        31,
        2007, compared to cash flows of $82,167 provided by investing activities
        for the
        year ended December 31, 2006. The cash flows used in investment during 2007
        were
        attributable to the purchase of fixed assets consisting of leasehold
        improvements, machinery and equipment.  Most of the disbursements
        refurbished the theme park.
 
 Cash
        flows provided by financing activities were $17,154 for the year ended December
        31, 2007, compared to cash flows of $21,421 used in financing activities
        for the
        year ended December 31, 2006. The cash flows from financing activities during
        2007 were due to the proceeds from shareholder loan. We had an outstanding
        note
        payable which relates to the financing / lease contract for the acquisition
        of
        fixed assets and this was paid off in 2006. Additionally, we received total
        monetary capital contributions of $402,987 in 2006.
 
 Furthermore,
        we received the $402,987 equally from Ke Xianyan, President and shareholder
        of
        Kai Da and Chen Bing, shareholder of Kai Da. These capital contributions
        were in
        the form of monetary cash consideration received during 2006. The capital
        contributions were recorded as credits to our equity section of the balance
        sheet in the form of additional paid in capital with debits to the cash
        account.
 
 We
        have
        funded our cash needs for the year ended December 31, 2007 with a series
        of debt
        and equity transactions.
 
 We
        project that we will need additional capital to fund operations over the
        next 12
        months. We anticipate we will need an additional $100,000 in working capital
        during 2008 and $50,000 for the two years thereafter.
 
 On
        a
        long-term basis, liquidity is dependent on continuation and expansion of
        operations, receipt of revenues, additional infusions of capital and debt
        financing. However, there can be no assurance that we will be able to obtain
        additional equity or debt financing in the future, if at all. If we are unable
        to raise additional capital, our growth potential will be adversely affected.
        Additionally, we will have to significantly modify our business
        plan.
  Trends,
        Events, and
        Uncertainties
 
 The
        success of our business depends in large part on our ability to identify
        tourist
        trends as well as to react to changing customer demand in a timely manner.
        Consequently, we depend in part upon the continuing favorable market response
        to
        the creative efforts of our purchasing, design and marketing team’s ability to
        anticipate products and services that appeal to our consumer base. Failure
        on
        our part to anticipate, identify and respond effectively to changing consumer
        demands and trends will adversely affect our sales.
  9
 Table
            of Contents
  ITEM
        7.   FINANCIAL STATEMENTS
  The
        consolidated financial statements include the accounts of Kai Da, our wholly
        owned subsidiary. The following selected financial data for the years ended
        December 31, 2007 and 2006 is derived from our consolidated financial
        statements, and should be read in conjunction with the consolidated financial
        statements and related notes presented as a separate section commencing on
        page
        F-1.
  December 31,2007
              
              
              2006Balance
                  SheetTotal
                  Assets
              
              $
              472,130
              
              
              $
              627,109Total
                  Liabilities
              
              
              385,487
              
              
              
              225,794Total
                  Stockholders’ Equity
              
              
              53,693
              
              
              
              368,364Total
                  Liabilities and Stockholders’ Equity
              
              
              472,130
              
              
              
              627,108Statements
                  of OperationsFor
                  years endedDecember 31,2007
              
              
              2006Revenue
              
              $
              516,218
              
              
              $
              834,554Operating
                  Expenses
              
              
              737,406
              
              
              
              1,053,496Other
                  Income
              
              
              4,263
              
              
              
              1,320Net
                  Loss
              
              
              (332,876
              )
              
              
              (356,048
              )Net
                  Loss per Common Share
              
              
              **
              
              
              
              **Weighted
                  Average Common Shares Outstanding
              
              
              48,591,809
              
              
              
              45,337,314
  **
        Less than $.01
  10
 Table
              of Contents
 REPORT
            OF
            INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To
            the
            Board of Directors and
 Stockholders
            of China International Tourism
            Holdings, Ltd.
  We
            have
            audited the accompanying balance sheet of China International Tourism
            Holdings,
            Ltd. (FKA Dark Dynamite, Inc.) and Subsidiary.(a Nevada corporation).
            as of
            December 31, 2007 and related statements of operations, stockholders’ deficit,
            and cash flows for the years ending December 31, 2007 and 2006. These
            financial
            statements are the responsibility of the company’s management. Our
            responsibility is to express an opinion on these financial statements
            based on
            our audit.
  We
            conducted our audits in accordance with the standards of the Public Company
            Accounting Oversight Board (United States). Those standards require that
            we plan
            and perform the audit to obtain reasonable assurance about whether the
            financial
            statements are free of material misstatement. The company is not required
            to
            have, nor were we engaged to perform, an audit of its internal control
            over
            financial reporting. Our audit included consideration of internal control
            over
            financial reporting as a basis for designing audit procedures that are
            appropriate in the circumstances, but not for the purpose of expressing
            an
            opinion on the effectiveness of the company’s internal control over financial
            reporting. Accordingly, we express no such opinion. An audit also includes
            examining, on a test basis, evidence supporting the amounts and disclosures
            in
            the financial statements, assessing the accounting principles used and
            significant estimates made by management, as well as evaluating the overall
            financial statement presentation. We believe that our audits provide
            a
            reasonable basis for our opinion.
  In
            our
            opinion, the financial statements referred to above present fairly, in
            all
            material respects, the financial position of China International Tourism
            Holdings, Ltd. and Subsidiary (a Nevada corporation). as of December
            31, 2007
            and the results of its operations and its cash flows for year ended December
            31,
            2007 and 2006 in conformity with accounting principles generally accepted
            in the
            United States of America.
  The
            accompanying financial statements have been prepared assuming the Company
            will
            continue as a going concern. The Company has suffered recurring losses
            and has
            yet to generate an internal cash flow that raises substantial doubt about
            its
            ability to continue as a going concern. Management's plans in regard
            to these
            matters are described in Note K. The financial statements do not include
            any
            adjustments that might result from the outcome of this uncertainty.
 
  /s/
            Lake & Associates CPA’s LLC
 LAKE
            & ASSOCIATES CPA’S LLC
 BOCA
            RATON FLORIDA
 April
            14, 2008
 11
 Table
              of Contents
  CHINA
                      INTERNATIONAL TOURISM
                      HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                      Balance
                      SheetsAs
                      of December 31, 2007 and
                      20062007
                  
                  
                  2006ASSETSCURRENT
                      ASSETSCash
                      and Cash
                      Equivalents
                  
                  $
                  7,152
                  
                  
                  $
                  21,333Accounts
                      Receivable
                  
                  
                  19,338
                  
                  
                  
                  3,621Inventory
                  
                  
                  14,515
                  
                  
                  
                  16,546Prepaid
                      Expenses
                  
                  
                  9,523
                  
                  
                  
                  82,290TOTAL
                      CURRENT
                      ASSETS
                  
                  
                  50,528
                  
                  
                  
                  123,789FIXED
                      ASSETSProperty,
                      Plant, and
                      Equipment
                  
                  
                  691,110
                  
                  
                  
                  644,390Accumulated
                      Depreciation
                  
                  
                  (269,508
                  )
                  
                  
                  (141,071
                  )TOTAL
                      FIXED
                      ASSETS
                  
                  
                  421,602
                  
                  
                  
                  503,319TOTAL
                      ASSETS
                  
                  $
                  472,130
                  
                  
                  $
                  627,109LIABILITIES
                      AND STOCKHOLDERS'
                      EQUITYCURRENT
                      LIABILITIESAccounts
                      Payable and Accrued
                      Liabilities
                  
                  $
                  360,867
                  
                  
                  $
                  218,328Due
                      to
                      Shareholder
                  
                  
                  24,620
                  
                  
                  
                  7,466TOTAL
                      CURRENT
                      LIABILITIES
                  
                  
                  385,487
                  
                  
                  
                  225,794TOTAL
                      LIABILITIES
                  
                  
                  385,487
                  
                  
                  
                  225,794COMMITMENTS
                      AND
                      CONTINGENCIESRedeemable
                      Preferred Stock (par
                      value $.01,
                  
                  
                  32,950
                  
                  
                  
                  32,9505,000,000
                      Shares Authorized,
                      3,295,000 SharesIssued
                      and
                      OutstandingSTOCKHOLDERS'
                      EQUITYCommon
                      Stock (par $.0001,
                      250,000,000
                  
                  
                  4,860
                  
                  
                  
                  4,860Authorized,
                      48,596,568 Issued and
                      OutstandingPaid
                      in
                      Capital
                  
                  
                  3,617,895
                  
                  
                  
                  3,617,895Accumulated
                      Other Comprehensive
                      Income
                  
                  
                  21,063
                  
                  
                  
                  2,858Retained
                      Earnings
                      (Deficit)
                  
                  
                  (3,590,125
                  )
                  
                  
                  (3,257,249
                  )TOTAL
                      STOCKHOLDERS'
                      EQUITY
                  
                  
                  53,693
                  
                  
                  
                  368,364TOTAL
                      LIABILITIES AND
                      STOCKHOLDERS' EQUITY
                  
                  $
                  472,130
                  
                  
                  $
                  627,108The
                      accompanying notes are an
                      integral part of these financial
                      statements.
  12
 Table
              of Contents
  CHINA
                      INTERNATIONAL TOURISM
                      HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                      Statement of
                      OperationsFor
                      the years ended December 31,
                      2007 and 20062007
                  
                  
                  2006REVENUESales
                  
                  $
                  516,218
                  
                  
                  $
                  834,554Cost
                      of
                      Sales
                  
                  
                  115,951
                  
                  
                  
                  129,873GROSS
                      PROFIT
                  
                  
                  400,267
                  
                  
                  
                  704,681OPERATING
                      EXPENSESSelling,
                      General , and
                      Administrative
                  
                  
                  737,406
                  
                  
                  
                  1,053,496INCOME
                      (LOSS) FROM
                      OPERATIONS
                  
                  
                  (337,139
                  )
                  
                  
                  (348,815
                  )OTHER
                      INCOME /
                      (EXPENSES):Finance
                      Costs
                  
                  
                  -
                  
                  
                  
                  (807
                  )Non-Operating
                      Income
                  
                  
                  4,263
                  
                  
                  
                  2,127Total
                      Other Income
                      (Expense)
                  
                  
                  4,263
                  
                  
                  
                  1,320NET
                      INCOME (LOSS) BEFORE
                      TAXES
                  
                  
                  (332,876
                  )
                  
                  
                  (347,495
                  )INCOME
                      TAX
                      EXPENSE
                  
                  
                  -
                  
                  
                  
                  (8,553
                  )NET
                      INCOME (LOSS) FROM CONTINUED
                      OPERATIONS
                  
                  $
                  (332,876
                  )
                  
                  $
                  (356,048
                  )GAIN
                      ON  DISPOSAL OF
                      SUBSIDIARY
                  
                  
                  -
                  
                  
                  
                  27,322NET
                      INCOME
                      (LOSS)
                  
                  
                  (332,876
                  )
                  
                  
                  (328,726
                  )OTHER
                      COMPREHENSIVE INCOME
                      (LOSS)Foreign
                      Currency Translation
                      (Loss) Gain
                  
                  
                  18,205
                  
                  
                  
                  1,727COMPREHENSIVE
                      INCOME
                      (LOSS)
                  
                  $
                  (314,671
                  )
                  
                  $
                  (326,999
                  )NET
                      LOSS PER COMMON
                      SHAREBasically
                      and Fully
                      Dilluted
                  
                  
                  **
                  
                  
                  
                  ****Less
                      the
                      .01WEIGHTED
                      AVERAGE COMMON SHARES
                      OUTSTANDING
                  
                  
                  48,591,809
                  
                  
                  
                  45,337,314The
                      accompanying notes are an
                      integral part of these financial
                      statements.
  13
 Table
              of Contents
  CHINA
                      INTERNATIONAL TOURISM
                      HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                      Statement of Cash
                      FlowsFor
                      the years ended December 31,
                      2007 and 20062007
                  
                  
                  2006CASH
                      FLOWS FROM OPERATING
                      ACTIVITIES:Net
                      Income(loss) after income
                      tax
                  
                  $
                  (332,876
                  )
                  
                  $
                  (328,725
                  )Adjustments
                      to reconcile net
                      income tonet
                      cash provided by (used in)
                      operating activities:Depreciation
                  
                  
                  128,437
                  
                  
                  
                  95,055Stock
                      for
                      Services
                  
                  
                  -
                  
                  
                  
                  428,500Accounts
                      Receivable and Other
                      Receivables
                  
                  
                  (15,716
                  )
                  
                  
                  55,966Prepaid
                      and Other
                      Assets
                  
                  
                  72,766
                  
                  
                  
                  (78,687
                  )Inventory
                  
                  
                  2,031
                  
                  
                  
                  72,800Accounts
                      Payable
                  
                  
                  142,537
                  
                  
                  
                  (284,596
                  )Tax
                      Payable
                  
                  
                  .
                  
                  
                  
                  (6,759
                  )NET
                      CASH PROVIDED BY (USED IN)
                      OPERATING ACTIVITIES
                  
                  
                  (2,821
                  )
                  
                  
                  (46,446
                  )CASH
                      FLOWS FROM INVESTING
                      ACTIVITIES:Disposal
                      of property, plant, and
                      equipment
                  
                  
                  -
                  
                  
                  
                  102,227Capital
                      loss due to preferred
                      stock conversion
                  
                  
                  -
                  
                  
                  
                  (1,050
                  )Purchase
                      of property, plant, and
                      equipment
                  
                  
                  (46,719
                  )
                  
                  
                  (19,010
                  )NET
                      CASH PROVIDED BY (USED IN)
                      INVESTING ACTIVITIES
                  
                  
                  (46,719
                  )
                  
                  
                  82,167CASH
                      FLOWS FROM FINANCING
                      ACTIVITIES:Payments
                      on notes
                      payable
                  
                  
                  -
                  
                  
                  
                  (431,874
                  )Proceeds
                      from shareholder
                      loan
                  
                  
                  17,154
                  
                  
                  
                  79,841Payment
                      on shareholder
                      loan
                  
                  
                  -
                  
                  
                  
                  (72,375
                  )Capital
                      contribution
                  
                  
                  -
                  
                  
                  
                  402,987NET
                      CASH PROVIDED BY FINANCING
                      ACTIVITIES
                  
                  
                  17,154
                  
                  
                  
                  (21,421
                  )FOREIGN
                      CURRENCY TRANSLATION
                      ADJUSTMENT
                  
                  
                  18,205
                  
                  
                  
                  1,726NET
                      INCREASE IN CASH AND CASH
                      EQUIVALENTS
                  
                  
                  (14,181
                  )
                  
                  
                  16,026CASH
                      AND CASH
                      EQUIVALENTS:Beginning
                      of
                      period
                  
                  
                  21,333
                  
                  
                  
                  5,307End
                      of
                      period
                  
                  
                  7,152
                  
                  
                  
                  21,333SUPPLEMENTARY
                      CASH FLOW
                      INFORMATION OFCommon
                      stock issued for
                      services
                  
                  $
                  -
                  
                  
                  $
                  428,500The
                      accompanying notes are an
                      integral part of these financial
                      statements.
  14
 Table
              of Contents
  CHINA
                      INTERNATIONAL TOURISM
                      HOLDINGS, LTD. AND SUBSIDIARYConsolidated
                      Statement of
                      EquityFor
                      the years ended December 31,
                      2007 and 2006AccumulatedCommon
                      Stock ($.0001
                      par)
                  
                  
                  Additional
                  
                  
                  
                  
                  
                  OtherPaid-in
                  
                  
                  Retained
                  
                  
                  ComprehensiveShares
                  
                  
                  Amount
                  
                  
                  Capital
                  
                  
                  (Deficit)
                  
                  
                  Income
                  
                  
                  TotalBalances,
                      December 31,
                      2005
                  
                  
                  43,601,568
                  
                  
                  $
                  4,360
                  
                  
                  $
                  2,785,858
                  
                  
                  $
                  (2,928,523
                  )
                  
                  $
                  1,132
                  
                  
                  $
                  (137,173
                  )Preferred
                      stock
                      conversion
                  
                  
                  1,237,500
                  
                  
                  
                  124
                  
                  
                  
                  371
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  495Preferred
                      stock
                      conversion
                  
                  
                  250,000
                  
                  
                  
                  25
                  
                  
                  
                  75
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  100Contributed
                      Capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  402,987
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  402,987Preferred
                      stock
                      conversion
                  
                  
                  1,137,500
                  
                  
                  
                  114
                  
                  
                  
                  341
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  455Issuance
                      of stock for
                      services
                  
                  
                  2,370,000
                  
                  
                  
                  237
                  
                  
                  
                  428,263
                  
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  428,500Other
                      Comprehensive
                      Income
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  1,726
                  
                  
                  
                  1,726Net
                      Income(Loss) for the
                      year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (328,726
                  )
                  
                  
                  -
                  
                  
                  
                  (328,726
                  )Balances,
                      December 31,
                      2006
                  
                  
                  48,596,568
                  
                  
                  $
                  4,860
                  
                  
                  $
                  3,617,895
                  
                  
                  $
                  (3,257,249
                  )
                  
                  $
                  2,858
                  
                  
                  $
                  368,364Shares
                      cancelled
                  
                  
                  (4,759
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Other
                      Comprehensive
                      Income
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  18,205
                  
                  
                  
                  18,205Net
                      Income(Loss) for the
                      year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (332,876
                  )
                  
                  
                  -
                  
                  
                  
                  (332,876
                  )Balances,
                      December 31,
                      2007
                  
                  
                  48,591,809
                  
                  
                  $
                  4,860
                  
                  
                  $
                  3,617,895
                  
                  
                  $
                  (3,590,125
                  )
                  
                  $
                  21,063
                  
                  
                  $
                  53,693The
                      accompanying notes are an
                      integral part of these financial
                      statements.
  15
 Table
              of Contents
  CHINA
              INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARY
 NOTES
              TO
              THE FINANCIAL STATEMENTS
 FOR
              THE
              YEARS ENDED DECEMBER 31, 2007 AND 2006
  NOTE
            A – SUMMARY OF
            SIGNIFICANT ACCOUNTING POLICIES
 
 Business
            OrganizationChina International
            Tourism
            Holdings, Limited. (the “Company” or “CIHS”) was incorporated in the State
            of Nevada on December 23, 1988, formerly known as Dark Dynamite, Inc.,
            NCI
            Holdings, Inc., Vector Holding, Inc., and prior to June 26, 2002, Vector
            Aeromotive Corporation. On September 9, 2007, the Board of Directors
            of CIHS
            approved a name change from Dark Dynamite, Inc to China International
            Tourism
            Holdings, Limited. This change went into legal effect in the third quarter
            of
            2007.
 
 On
            August
            29, 2005, CIHS (acquiree) executed a Plan of Exchange with Shanxi Kai
            Da Lv You
            Gu Wen You Xian Gong Si, a corporation organized under the laws of the
            Peoples'
            Republic of China (“Kai Da” or "acquirer"), the Shareholders of Kai Da,
            Diversified Holdings X, Inc., a Nevada corporation (“Diversified Holdings”), and
            the majority shareholder of CIHS, pursuant to which, and the First Amendment
            of
            Plan of Exchange signed on September 29, 2005, the majority shareholder
            of CIHS
            and Diversified Holdings transferred a total of 4,990,000 shares of convertible
            preferred stock to Kai Da and/or the Kai Da shareholders for $495,000,
            less
            related expenses. Each share of convertible preferred stock is convertible
            into
            twenty-five (25) shares of common stock, and each share votes together
            with the
            common stock on all matters presented for a vote on an “as converted” basis. In
            addition, the Company issued 100,000 new shares of common stock to Kai
            Da and/or
            the Kai Da shareholders in exchange for all of their shares of registered
            capital of Kai Da, which then became a wholly-owned subsidiary of the
            Registrant. On October 3, 2005, CIHS consummated the Plan of Exchange
            with Kai
            Da. As a result of the Plan of Exchange, Kai Na will become a wholly-owned
            subsidiary of CIHS. The transaction was treated for accounting purposes
            as a
            capital transaction and recapitalization by the accounting acquirer and
            as a
            re-organization by the accounting acquiree.
 
 Accordingly,
            the consolidated financial statements include the following:
 
 (1)
                  The
                      balance sheet consists of the net assets of the acquirer at
                      historical
                      cost and the net assets of the acquiree at historical
                      cost.
 (2)
                  The
                      statement of operations includes the operations of the acquirer
                      for the
                      periods presented and the operations of the acquiree from the
                      date of the
                      merger.
 
 Kai
            Da is
            principally engaged in the theme park management in the PRC.
 
 CIHS
            and
            its wholly-owned subsidiary Kai Da are hereafter referred to as (the
            “Company”).
 
 Basis
            of Presentation
            - The financial statements included herein were prepared under the accrual
            basis
            of accounting.
 
 Cash
            and Cash
            Equivalents - For purposes of the Statement of Cash Flows, the Company
            considers liquid investments with an original maturity of three months
            or less
            to be cash equivalents.
 
 Management’s
            Use of
            Estimates - The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of America
            requires management to make estimates and assumptions that affect the
            reported
            amounts of assets and liabilities and disclosures of contingent assets
            and
            liabilities at the date of financial statements and the reported amounts
            of
            revenues and expenses during the reporting period.  Such estimates
            include but are not limited to depreciation, taxes, and
            contingencies.  Actual results could differ from those
            estimates.  The financial statements above reflect all of the costs of
            doing business.
  Revenue
            Recognition-The
            Company's policy is to recognize
            income when it is earned. Kai Da's revenue is derived from ticket sales,
            and
            hotel and restaurant income. Revenues are booked net of any cash
            discounts. If any material contingencies are present, revenue recognition
            is delayed until all material contingencies are eliminated. Material
            contingencies are circumstances in which there are any potential uncertainties
            as to the completion of the revenue process being complete. Further,
            no revenue
            is recognized unless collection of the applicable consideration is probable.
            Probable collection is determined at the time collection occurs or is
            more than
            reasonably possible it will be collected. Retail store sales - revenue
            is
            recognized when sales are made. They are paid by cash or credit
            card.
 
 Comprehensive
            Income (Loss)- The Company adopted Financial Accounting Standards Board Statement
            of
            Financial Accounting Standards (SFAS) No. 130, “Reporting Comprehensive
            Income”, which establishes standards for the reporting and display of
            comprehensive income and its components in the financial
            statements.  There were no items of comprehensive income (loss)
            applicable to the Company during the period covered in the financial
            statements.
 
 Loss
            Per
            Share-Loss
            per share is reported in accordance
            with Statement of Financial Accounting Standard (SFAS) No. 128. This
            statement
            required dual presentation of basic and diluted earnings (loss) with
            a
            reconciliation of the numerator and denominator of the loss per share
            computations. Basic earnings per share amounts are based on the weighted
            average
            shares of common stock outstanding. If applicable, diluted earnings per
            share
            would assume the conversion, exercise or issuance of all potential common
            stock
            instruments such as options, warrants and convertible securities, unless
            the
            effect is to reduce a loss or increase earnings per share. There were
            no
            adjustments required to net loss for the period presented in the computation
            of
            diluted loss per share.
 
 Inventory-
            Inventories are stated at the lower of
            cost(first-in, first-out basis) or market (net realizable
            value)
  Foreign
            Currencies (KAI DA-Foreign Subsidiary)-The
            assets and liabilities denominated
            in respective functional currencies are translated into United States
            Dollars at
            the exchange rate as of the balance sheet date. The share capital and
            retained
            earnings are translated at exchange rates prevailing at the time of the
            transactions. Revenues,costs, and expenses
            denominated in
            respective functional currencies are translated into United States Dollars
            at
            the weighted average exchange rate for the period. The effects of foreign
            currencies translation adjustments are included as a separate component
            of
            accumulated other comprehensive income.
 
 Company’s
            Future Operations
            Are Dependent on Foreign Operations -The Company’s future operations and
            earnings will depend on the results of the Company’s operations in China. There
            can be no assurance that the Company will be able to successfully conduct
            such
            operations, and a failure to do so would have a material adverse effect
            on the
            Company’s financial position, results of operations, and cash flows. Also, the
            success of the Company’s operations will be subject to numerous contingencies,
            some of which are beyond management’s control. These contingencies include
            general and regional economic conditions, prices for the Company’s products,
            competition, and changes in regulation. Since the Company is dependent
            on
            international operations, specifically those in China, the Company will
            be
            subject to various additional political, economic, and other uncertainties.
            Among other risks, the Company’s operations will be subject to the risks of
            restrictions on transfer of funds; export duties, quotas, and embargoes;
            domestic and international customs and tariffs; changing taxation policies;
            foreign exchange restrictions; and political conditions and governmental
            regulations.
 
 Property,
            Plant, and Equipment-Property,
            plant, and
            equipment are recorded at cost less accumulated depreciation and impairment.
            Repairs and maintenance expenditures, which are not considered improvements
            and do
            not extend the useful life of
            property, plant, and equipment, are expensed as incurred. The cost and
            related
            accumulated depreciation applicable to property, plant, and equipment
            sold or no
            longer in service are eliminated from the accounts and any gain or loss
            is
            included in the statement of operations.
  Depreciation
            is calculated to write-off
            the cost or basis of the property, plant, and equipment over their estimated
            useful lives for the date on which they become fully operational and
            after
            taking into account their estimated residual values (salvage value),
            using the
            straight-line method, at the following rates per year:
  Equipment Straight-line
            for 5 to 20
            years with a 5% salvage value
  Furniture Straight-line
            for 5 to 10
            years with a 5% salvage value
  Autos Straight-line
            for 5 to 10
            years with a 5% salvage value
 
 When
            assets are sold or retired, their
            costs and accumulated depreciation are eliminated from the accounts and
            any gain
            or loss resulting from their disposal is included in theStatement
            ofOperations.
  The
            Company recognizes an impairment
            loss on property, plant, and equipment when evidence, such as the sum
            of
            expected future cash flows (undiscounted and without interest charges),
            indicates that future operations will not produce sufficient revenue
            to cover
            the related future costs, including depreciation, and when the carrying
            amount
            of the asset cannot be realized through sale. Measurement of the impairment
            loss
            is based on the fair value of the assets.
 
 Deferred
            Taxes
  Income
            taxes are provided in accordance with Statement of Financial Accounting
            Standards No. 109 (SFAS No. 109), “Accounting for Income
            Taxes.” A deferred tax asset or liability is recorded for all temporary
            differences between financial and tax reporting and net operating loss-carry
            forwards.
 Deferred
            tax assets are reduced by a valuation allowance when, in the opinion
            of
            management, it is more likely than not that, some portion or all of the
            deferred
            tax asset will not be realized. Deferred tax assets and liabilities are
            adjusted
            for the effect of changes in tax laws and rates on the date of
            enactment.
 
 Fair
            Value of Financial
            Instruments - The carrying amounts reported in the balance sheet for
            cash, accounts receivable and payable approximate fair value based on
            the
            short-term maturity of these instruments.
 
 Accounts
            Receivable -
            Accounts deemed uncollectible are written off in the year they become
            uncollectible.  No receivables were deemed uncollectible as of
            December 31, 2007 or 2006.
 
 Impairment
            of Long-Lived
            Assets - The Company evaluates the recoverability of its fixed assets
            and
            other assets in accordance with Statement of Financial Accounting Standards
            No.
            144, “Accounting for the
            Impairment or Disposal of Long-Lived Assets” (“SFAS 144’). SFAS 144
            requires recognition of impairment of long-lived assets in the event
            the net
            book value of such assets exceeds its expected cash flows, it is considered
            to
            be impaired and is written down to fair value, which is determined based
            on
            either discounted future cash flows or appraised values. The Company
            adopted the
            statement on inception. No impairments of these types of assets were
            recognized
            during the period ended December 31, 2006 based upon a management review
            of such
            assets.
 
 Stock-Based
            Compensation - The Company accounts for stock-based compensation using
            the fair value method of Financial Accounting Standard No. 123R. Common
            shares
            issued for services rendered by a third party (both employees and non-employees)
            are recorded at the fair value of the shares issued or services rendered,
            whichever is more readily determinable.
 
 Recently
            Issued Accounting
            Pronouncements- In February 2007, the FASB issued Statement of Financial
            Accounting Standard No. 159, “The Fair Value Option
            for Financial
            Assets and Financial Liabilities” (“SFAS No. 159”). This statement
            permits entities to choose to measure many financial instruments and
            certain
            other items at fair value. Companies should report unrealized gains and
            losses
            on items for which the fair value option has been elected in earnings
            at each
            subsequent reporting date. This statement is effective as of the beginning
            of an
            entity’s first fiscal year that begins after November 15, 2007. The Company
            is
            currently assessing the potential impact, if any, for the adoption of
            SFAS
            No.159 on its consolidated financial statements.
 
 In
            December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised
            2007), Business
            Combinations, and (b.) No. 160, Noncontrolling
            Interests in
            Consolidated Financial Statements. These statements are effective for
            fiscal years beginning after December 15, 2008 and the application of
            these
            standards will improve, simplify and converge internationally the accounting
            for
            business combinations and the reporting of noncontrolling interests in
            consolidated financial statements. The Company is in the process of evaluating
            the impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate
            that
            the adoption of these standards will have any impact on its consolidated
            financial statements.
 
 (a.)  SFAS
            No. 141 (R) requires an acquiring entity in a business combination to:
            (i)
            recognize all (and only) the assets acquired and the liabilities assumed
            in the
            transaction, (ii) establish an acquisition-date fair value as the measurement
            objective for all assets acquired and the liabilities assumed, and (iii)
            disclose to investors and other users all of the information they will
            need to
            evaluate and understand the nature of, and the financial effect of, the
            business
            combination, and, (iv) recognize and measure the goodwill acquired in
            the
            business combination or a gain from a bargain purchase.
 
 (b.)
            SFAS
            No. 160 will improve the relevance, comparability and transparency of
            financial
            information provided to investors by requiring all entities to: (i) report
            noncontrolling (minority) interests in subsidiaries in the same manner,
            as
            equity but separate from the parent’s equity, in consolidated financial
            statements, (ii) net income attributable to the parent and to the
            non-controlling interest must be clearly identified and presented on
            the face of
            the consolidated statement of income, and (iii) any changes in the parent’s
            ownership interest while the parent retains the controlling financial
            interest
            in its subsidiary be accounted for consistently.
  16
 Table
                of Contents
 CHINA
              INTERNATIONAL TOURISM HOLDINGS, LTD. AND SUBSIDIARY
 NOTES
              TO
              THE FINANCIAL STATEMENTS
 FOR
              THE
              YEARS ENDED DECEMBER 31, 2007 AND 2006
  NOTE
            B – SUPPLEMENTAL CASH
            FLOW INFORMATION
 
 Supplemental
            disclosures of cash flow information for the period ended December 31,
            2007 and
            2006 are summarized as follows:
  Cash
            paid
            during the period ended December 31, 2007 and 2006 for interest and income
            taxes:
 
 2007                      
            2006
 Income
            Taxes                          
$-0-                      
$ -0-
 Interest                                   
            $-0-           
            $
            -0-
 
 NOTE
            C – SEGMENT
            REPORTING
 
 In
            June
            1997, the Financial Accounting Standards Board issued Statement of Financial
            Accounting Standards No. 131, “Disclosures about
            Segments of an
            Enterprise and Related Information.”  This statement requires
            companies to report information about operating segments in interim and
            annual
            financial statements.  It also requires segment disclosures about
            products and services, geographic areas and major customers.  The
            Company determined that it did not have any separately reportable operating
            segments as of December 31, 2007 or 2006.
  NOTE
            D – INCOME
            TAXES
  The
            Company has approximately $3,590,000 of federal and state net operating
            losses
            available that expire in various years through the year 2027.
 
 Due
            to
            operating losses, there was no provision for current federal or state
            income
            taxes for the year ended December 31, 2007.
 
 Deferred
            income taxes reflect the net tax effects of temporary differences between
            the
            carrying amounts of assets and liabilities for financial reporting purposes
            and
            the amount used for federal and state income tax purposes.
 
 The
            Company’s deferred tax asset at December 31, 2007 consists of net operating loss
            carry-forward calculated using federal and state effective tax rates
            equating to
            approximately $1,125,000 less a valuation allowance in the amount of
            $1,125,000.
            Because of the Company’s lack of earnings history, the deferred tax asset has
            been fully offset by a valuation allowance. The valuation allowance increased
            (decreased) by approximately $35,000 for the year ended December 31,
            2007.
 
 Utilization
            of the net operating losses may be subject to certain annual limitations
            due to
            changes in control. This may result in the expiration of net operating
            losses
            before full utilization.
 
 The
            Company’s total deferred tax asset as of December 31, 2007 and 2006 is as
            follows:
 2007
                    2006Net
                        operating loss carry-forwards
                    
                    $
                    1,125,000
                    $1,090,000Valuation
                        Allowance
                    
                    
                    (1,125,000)
                    (1,090,000)$
                    -0-
                    $         -0-
  NOTE
            E -
            INVENTORY
 
 Inventory
            of supplies are carried at the
            lower of cost or market:
 
 2007                      
            2006
 Inventory-supplies                 
            $14,515                   
$ 16,546
  NOTE
            F – PAYABLES,
            COMMITMENTS AND CONTIGENCIES
 
 As
            of
            December 31, 2007, the Company had a payable outstanding in the amount
            of
            $360,867, of which $136,500 in connection with the litigation (see note
            L).
  NOTE
            G –
PREFERRED STOCK
 
 During
            the quarter ended
            March 31, 2006, 59,500
            shares of preferred stock
            were converted into 1,487,500 common shares by the Company's consultants
            and
            former owner, resulting in a balance of 3,340,500 preferred shares as
            of March 31, 2006.
 
 During
            the quarter ended
            December 31, 2006,
            45,500 shares of
            preferredstock were
            converted into 1,137,500
            common shares by the Company's consultants and former owner, resulting
            in a
            balance of
            3,295,000 preferred
            shares as of December
            31, 2006and
            2007.
 
 NOTE
            H – COMMON
            STOCK
  During
            the quarter ended December 31, 2006, the Company issued 428,500 shares
            of post
            reverse split common stock as payment for services to companies and
            individuals.
  NOTE
            K –
GOING CONCERN
 
 As
            shown in the accompanying audited
            financial statements, the Company has a deficit book value and a negative
            cash
            flow from operations that have placed substantial doubt as to whether
            the
            Company can continue as a going concern. The ability of the Company to
            continue
            as a going concern is dependent on developing operations, increasing
            revenues,
            and obtaining new capital. Management has enacted a plan to raise capitaland increase
            profitability.
  NOTE
            L –
LITIGATION
 
 Securities
            and Exchange Commission v. David M. Wolfson, et al.On October 16,
            2004 a civil complaint
            was filed by the Securities and Exchange Commission in which Dark Dynamite,
            Inc.
            was named as a respondent. The Company's former president Gino Carlucci
            was also
            named as a respondent. The suit was filed in the United States District
            Court
            for the District of Utah and bears the docket number 2:03CV00914DAK and
            the
            style of the case is: “Securities and Exchange Commission v. David M. Wolfson;
            NuWay Holdings, Inc., a Nevada corporation; Momentous Group, LLC, a Utah
            limited
            liability company; Leeward Consulting Group, LLC, a Utah limited liability
            company; Sukumo Limited, a company incorporated in the British Virgin
            Islands
            (a.k.a. Sukumo Group, Ltd., Fujiwara Group, First Chartered Capital Corporation,
            First Colonial Trust, First China Capital and International Investment
            Holding);
            Michael Sydney Newman (A.K.A. Marcus Wiseman); Stem Genetics, Inc., a
            Utah
            corporation; Howard H. Robertson; Gino Carlucci; G & G Capital, LLC an
            Arizona and Utah limited liability company; F10 Oil and Gas Properties,
            Inc.;
            Jon H. Marple; Mary E. Blake; Jon R. Marple; Grateful Internet Associates,
            LLC,
            a Colorado limited liability company; Diversified Financial Resources
            Corporation, a Delaware corporation; John Chapman; Valesc Holdings, Inc.,
            a New
            Jersey corporation; Jeremy D. Kraus; Samuel Cohen; Dark Dynamite, Inc.,
            (The
            Company) a Nevada corporation. The complaint alleges that the Company
            failed to
            accurately and fully disclose the nature of its relationship to The Sukumo
            Group, Inc., including the failure of Sukumo to complete the purchase
            of the
            shares and alleges that Sukumo acted as a selling agent for the Company.
            The
            complaint also faults The Sukumo Group Inc.'s actions with regard to
            the sale of
            common stock to off shore purchasers for failing to disclose the interest
            that
            Sukumo had in each sale, reporting that it was taking a 1-2% commission
            on the
            sale rather than keeping 70% or more of the proceeds of each transaction.
            The
            Company filed a motion to dismiss the complaint based upon a lack of
            jurisdiction and the failure of the complaint to adequately set forth
            the
            actions of the Company which form the basis of a cause of action against
            the
            Company that was denied by the Court. The Company filed an answer disputing
            the
            allegations of the complaint and has participated in some pre-trial discovery.
            The Company and the Government have agreed upon the
            terms of a settlement, the terms of
            which provide for the Company to pay the sum of $30,000 to the SEC.While no final
            judgment has been entered
            in this case we have reached a tentative agreement with the SEC for settlement
            of this matter and we believe there is a high likelihood that the court
            will
            approve the settlement and the proposed judgment will be entered in the
            near
            future.
  The
            Company believes that adequate
            provision has been made for all other judgments that may be awarded against
            the
            Company. None of the other lawsuits have yet been resolved.
 
 NOTE
            M –
RELATED PARTY TRANSACTIONS
 
 The
            Company's subsidiary Kai Da signed a
            management contract with Shanxi Qin E'Pang Tourism Development Co., Ltd.
            According to the contract, the Company will manage the A'Pang palace
            tourist,
            hotel, and restaurant from August 1, 2005 to July 31, 2010 and hold 90%
            of the
            net profits. The remaining 10% of the net profit will be returned to
            Shanxi Qin
            E'Pang Tourism Development Co., Ltd. In September 2005, the Company purchased
            the fixed assets from Shanxi Qin E'Pang Tourism Development Co., Ltd.
            by
            executing a financial
            leasing contract.
 
 The
            shareholder paid all necessary overseas consulting and advising fees,
            lawyer
            fees, and accounting fees from period to period out of his own personal
            bank
            accounts in the United States due to the strict laws and regulations
            imposed by
            the Chinese government on out-going foreign currency wire transfers.
            The amount
            outstanding as of December 31, 2007 was $24,620. The shareholder loan
            is not
            evidenced by a promissory note, but rather is an oral agreement between
            the
            shareholder and the Company.
  NOTE
            N –
DISPOSAL OF SUBSIDIARY
 
 On
            April 1, 2006, the Company executed
            an Agreement (the “Agreement”) between the Company and Diversified Holdings X,
            Inc. ("DHX"), aNevadacorporation,
            pursuant to which the
            Company agreed to sell its ownership of Black Chandelier, Inc. (“BCI”) to DHX.
            The gains on disposal of subsidiary are as follows:
 
 December
                      31, 2006(Loss)
                      from investment in BCI
                  
                  $
                  (9,900)Write
                      off the liabilities due from subsidiary to parent
                  
                  
                  37,222Gains
                      on disposal of subsidiary
                  
                  $
                  27,322
 17
 Table
            of Contents
  ITEM 8.
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND
        FINANCIAL DISCLOSURE.
 
 None.
 
 ITEM
        8A. CONTROLS AND PROCEDURES
 
 We
        maintain disclosure controls and
        procedures designed to ensure that information required to be disclosed in
        reports filed under the Securities Exchange Act of 1934 (“Exchange Act”) is
        recorded, processed, summarized and reported within the specified time periods.
        Our Chief Executive Officer and our Chief Financial Officer (collectively,
        the
“Certifying Officers”) are responsible for maintaining our disclosure controls
        and procedures. The controls and procedures established by us are designed
        to
        provide reasonable assurance that information required to be disclosed by
        the
        issuer in the reports that it files or submits under the Exchange Act is
        recorded, processed, summarized and reported within the time periods specified
        in the Commission’s rules and forms.
  As
        of the end of the period covered by
        this report, the Certifying Officers evaluated the effectiveness of our
        disclosure controls and procedures. Based on the evaluation, the Certifying
        Officers concluded that our disclosure controls and procedures were effective
        to
        provide reasonable assurance that information required to be disclosed by
        us in
        the reports that we file or submit under the Exchange Act is recorded,
        processed, summarized and reported, within the time periods specified in
        the
        applicable rules and forms, and that it is accumulated and communicated to
        our
        management, including the Certifying Officers, as appropriate to allow timely
        decisions regarding required disclosure.
  The
        Certifying Officers have also
        concluded, based on our evaluation of our controls and procedures that as
        of
        December 31, 2007, our internal controls over financial reporting are effective
        and provide a reasonable assurance of achieving their objective.
  Due
        to its inherent limitations,
        internal control over financial reporting may not prevent or detect
        misstatements under all potential conditions. Therefore, effective internal
        control over financial reporting provides only reasonable, and not absolute,
        assurance that a restatement of our financial statements would be prevented
        or
        detected.
  Changes
        in Internal Control Over
        Financial Reporting
  There
        were no changes in the our
        internal control over financial reporting that occurred during the period
        covered by this report that have materially affected, or are reasonably likely
        to materially affect, our internal control over financial
        reporting.
 
 This
        annual report does not include an
        attestation report of our registered public accounting firm regarding internal
        control over financial reporting. Management's report was not subject to
        attestation by our registered public accounting firm pursuant to temporary
        rules
        of the Commission that permit us to provide only management's report in this
        annual report.
 
 18
 Table
            of Contents
  PART
        III
 
 ITEM
        9.   DIRECTORS AND EXECUTIVE
        OFFICERS OF
        THE REGISTRANT
 
 Identification
        of Directors
        and Executive Officers and Significant Employees
  The
        following table identifies all of our current executive officers, directors
        and
        significant employees. The officers and directors will serve until the next
        annual meeting of the stockholders, or until their successors are elected
        or
        appointed and qualified, or they resign or are terminated.
  Name
              Age
              Position
              CommencedLei,
                  Ming
              42
              CEO,
                  President,
              10/13/2005*Wang,
                  Xiao Jun
              42
              CFO
              10/13/2005
  All
        executive officers are elected by the Board and hold office until the next
        Annual Meeting of stockholders and until their successors are elected and
        qualify.
 
 *
        Mr. Lei
        was appointed to the board effective as of October 13, 2005, the effective
        date
        of the resignation of Mr. Jared Gold as former President and CEO.
 
 Business
        Experience and
        Personal Background
 
 Mr.
        Lei
        is 42 years of age, majored in Economics and Management with a bachelor’s
        degree. He started his career in the tourism industry in 1990, acting as
        the
        General Manager of Shanxi Qian Ling Travel Service Ltd., a corporation organized
        and existing under the laws of the Peoples’ Republic of China. In 1998, he began
        working at the E Pang Gong Theme Park, located in Xi’an, China, and he was
        responsible for operations and management of the theme park. Beginning in
        2002,
        he served as the General Manager of Qin Epanggong Lv You Gong Si, the corporate
        entity which holds the lease and owns certain leasehold improvements at the
        theme park. Mr. Lei has a great deal of experience in theme park management
        and
        marketing. He was responsible for consistent growth in E Pang Gong’s business
        while the theme park was under his management.
 
 Mr.
        Wang,
        Xiaojun is 42 years of age, graduated from Shenzhen Radio and TV University
        in
        1991. During the period from 1987 to 1992, Mr. Wang worked as the manager
        of the
        Accounting Department of Shenzhen Huajun Industrial Co, Ltd. From 1992 to
        1993,
        he was the accounting officer for Liquan Commerce and Trade Company. From
        1993
        to 1998, he was the Accounting manager in the Liquan Outtrade Company. In
        1998,
        Mr. Xiaojun was retained by Shannxi Qin Epanggong Tourism Development Co,
        Ltd as
        the Chief Financial Officer.
 
 Significant
        Employees
  The
        Company has no significant employees in the United States.
 
 Legal
        Proceedings
  No
        officer, director, or persons nominated for such positions and no promoter
        or
        significant employee of us has been involved in legal proceedings that would
        be
        material to an evaluation of the management.
  There
        are
        no arrangements or understandings pursuant to which any were elected as
        officers.
 
 Audit
        Committee Financial
        Expert
  We
        do not
        have a separately designated standing audit committee. Pursuant to Section
        3(a)(58)(B) of the Exchange Act, the entire Board of Directors acts as an
        audit
        committee for the purpose of overseeing the accounting and financial reporting
        processes, and audits of our financial statements. The Commission recently
        adopted new regulations relating to audit committee composition and functions,
        including disclosure requirements relating to the presence of an "audit
        committee financial expert" serving on its audit committee. In connection
        with
        these new requirements, our Board of Directors examined the Commission's
        definition of "audit committee financial expert" and concluded that the Company
        does not currently have a person that qualifies as such an expert. We have
        had
        minimal operations for the past two (2) years. Presently, there are only
        two (2)
        directors serving on our Board, and we are not in a position at this time
        to
        attract, retain and compensate additional directors in order to acquire a
        director who qualifies as an "audit committee financial expert", but we intend
        to retain an additional director who will qualify as such an expert, as soon
        as
        reasonably practicable. While neither of our current directors meets the
        qualifications of an "audit committee financial expert", each of our directors,
        by virtue of his past employment experience, has considerable knowledge of
        financial statements, finance, and accounting, and has significant employment
        experience involving financial oversight responsibilities. Accordingly, we
        believe that its current directors capably fulfill the duties and
        responsibilities of an audit committee in the absence of such an
        expert.
 
 Code
        of
        Ethics
  We
        are
        presently working with its legal counsel to prepare and adopt a code of ethics
        that applies to our principal chief executive officer, principal financial
        officer, and principal accounting officer or controller, or persons performing
        similar functions (the Code of Ethics"). The Code of Ethics is being designed
        with the intent to deter wrongdoing, and to promote the following:
 
 ·
              Honest
                  and ethical conduct, including the ethical handling of actual or
                  apparent
                  conflicts of interest between personal and professional
                  relationships
  ·
              Full,
                  fair, accurate, timely and understandable disclosure in reports
                  and
                  documents that a small business issuer files with, or submits to,
                  the
                  Commission and in other public communications made by the small
                  business
                  issuer
  ·
              Compliance
                  with applicable governmental laws, rules and
                  regulations
  ·
              The
                  prompt internal reporting of violations of the code to an appropriate
                  person or persons identified in the
                  code
  ·
              Accountability
                  for adherence to the code
 
 Section
        16(a) Beneficial Ownership Reporting Compliance
 
 Under
        Section 16(a) of the Exchange Act, all executive officers, directors, and
        each
        person who is the beneficial owner of more than 10% of the common stock of
        a
        company that files reports pursuant to Section 12 of the Exchange Act, are
        required to report the ownership of such common stock, options, and stock
        appreciation rights (other than certain cash-only rights) and any changes
        in
        that ownership with the Commission. Specific due dates for these reports
        have
        been established, and the Company is required to report, in this Form 10-KSB,
        any failure to comply therewith during the fiscal year ended December 2007.
        The
        Company believes that all of these filing requirements were satisfied by
        its
        executive officers, directors and by the beneficial owners of more than 10%
        of
        our common stock. In making this statement, we have relied solely on copies
        of
        any reporting forms received by it, and upon any written representations
        received from reporting persons that no Form 5 (Annual Statement of Changes
        in
        Beneficial Ownership) was required to be filed under applicable rules of
        the
        Commission.
 
 19
 Table
            of Contents
  ITEM
        10. EXECUTIVE COMPENSAT ION
  The
        following table sets forth certain information regarding the annual and
        long-term compensation for services in all capacities to us for the prior
        fiscal
        years ended December 31, 2007, 2006 and 2005, of those persons who were
        either the chief executive officer during the last completed fiscal year
        or any
        other compensated executive officers as of the end of the last completed
        fiscal
        year, and whose compensation exceeded $100,000 for those fiscal
        periods.
  Summary
                  Compensation TableAnnual
                  Compensation
              
              
              Long
                  Term CompensationName
                  and Principal
                Position
              Year
              Salary
                  ($)
              
              
              Bonus
                  ($)
              
              
              Other
                  Annual Compensation ($)
              
              
              Restricted
                Stock
                  Award(s) ($)
              
              
              Securities
                  Underlying
                Options
                  (#)
              
              
              LTIP
                  Payouts ($)
              
              
              Other
                  ($)Lei,
                  Ming
                President,
                  Chief Executive Officer and Director
              2007
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              02006
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              02005
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0Wang,
                  Xiao Jun
                Chief
                  Financial Officer
              2007
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              02006
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              02005
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
              
              
              
              0
 
 We
        have
        not entered into any other employment agreements with their employees, Officers
        or Directors. We have no standard arrangements under which we will compensate
        their directors for their services provided to them.
 
 ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT
  As
        of
        December 31, 2007, we had 4,495 stockholders of record, 48,591,809 shares
        of our
        Common Stock, and 3,295,000 shares of our Preferred Stock issued and
        outstanding.
  As
        of April 14, 2008, we had 4,492
        stockholders of record, 48,591,809 shares of our Common Stock, and 3,295,000
        shares of our Preferred Stock issued and outstanding. The following table
        sets
        forth as of April 14, 2008, certain information with respect to the beneficial
        ownership of Common Stock by (i) each of our Director, nominee and executive
        officer; (i) each person who owns beneficially more than 5% of the common
        stock;
        and (iii) all Directors, nominees and executive officers as a group. The
        percentage of shares beneficially owned is based on there having been 48,591,809
        shares of our Common Stock, and 3,295,000 shares of our Preferred Stock issued
        and outstanding as of April 14, 2008. To the best of our knowledge, all persons
        named have sole voting and investment power with respect to such shares,
        except
        as otherwise noted.
 
 OFFICERS,
        DIRECTORS AND BENEFICIAL OWNERS, AS OF APRIL 14, 2008
  Title
                  of Class
              Name
                  and Address (1)
              #
                  of Shares
              Percentage
                  of ClassCommon
              Lei,
                  Ming, President
                Pang
                  Gong Site, 44 Hong Guang Road, Xi An, P.R.China
              2,480,994
              5.11%Common
              Chen,
                  Xiaohu
                Pang
                  Gong Site, 44 Hong Guang Road, Xi An, P.R.China
              4,761,904
              9.80%Preferred
              Lei,
                  Ming
                Pang
                  Gong Site, 44 Hong Guang Road, Xi An, P.R.China
              3,295,000
              100%
  Security
        Ownership of Officers and Directors (2)
 
 Title
                  of Class
              Name
                  and Address
              #
                  of Shares
              Percentage
                  of ClassCommon
              Lei,
                  Ming, President
                Pang
                  Gong Site, 44 Hong Guang Road, Xi An, P.R.China
              2,480,994
              5.11%Common
              All
                  Officers and Directors as a Group (2)
              2,480,994
              5.11%Preferred
              Lei,
                  Ming, President
                Pang
                  Gong Site, 44 Hong Guang Road, Xi An, P.R.China
              3,295,000
              100%Preferred
              All
                  Officers and Directors as a Group(2)
              3,295,000
              100%
  (1)  Unless
        stated otherwise, the business address for each person named is c/o China
        International Tourism Holdings Ltd.
  (2)  Calculated
        pursuant to Rule 13d-3(d) (1) of the Securities Exchange Act of 1934. Under
        Rule
        13d-3(d), shares not outstanding which are subject to options, warrants,
        rights
        or conversion privileges exercisable within 60 days are deemed outstanding
        for
        the purpose of calculating the number and percentage owned by a person, but
        not
        deemed outstanding for the purpose of calculating the percentage owned by
        each
        other person listed. We believe that each individual or entity named has
        sole
        investment and voting power with respect to the shares of common stock indicated
        as beneficially owned by them (subject to community property laws where
        applicable) and except where otherwise noted.
 
 Changes
        in Control.
  None.
  ITEM
        12.   CERTAIN RELATIONSHIPS
        AND RELATED
        TRANSACTIONS
 
 Oursubsidiary
        Kai Da signed a management
        contract with Shanxi Qin E'Pang Tourism Development Co., Ltd. According to
        the
        contract, the Company will manage the A'Pang palace tourist, hotel, and
        restaurant fromAugust 1,
        2005toJuly
        31, 2010and hold 90% of the
        net profits. The
        remaining 10% of the net profit will be returned to Shanxi Qin E'Pang Tourism
        Development Co., Ltd. In September 2005, the Company purchased the fixed
        assets
        from Shanxi Qin E'Pang Tourism Development Co., Ltd. by executing a
        financial leasing
        contract.
 
 The
        shareholder paid all necessary overseas consulting and advising fees, lawyer
        fees, and accounting fees from period to period out of his own personal bank
        accounts in the United States due to the strict laws and regulations imposed
        by
        the Chinese government on out-going foreign currency wire transfers. The
        amount
        outstanding as of December 31, 2007 was $24,620. The shareholder loan is
        not
        evidenced by a promissory note, but rather is an oral agreement between the
        shareholder and the Company.
  20
 Table
            of Contents
  ITEM
        13.
        EXHIBITS, LIST AND REPORTS ON FORM 8-K
 
 (a)
        Exhibits.
 
 3.1   
                   Articles of incorporation, as amended are hereby incorporated by
                  reference info Form 10-SB3.2   
                   Bylaws are hereby incorporated by reference into Form
                  10-SB10.1 
                    Plan of Exchange, dated August 29, 2005 , filed as an
                  Exhibit to our Form 8-K, as filed with the Commission on August 30,
                  200510.2 
                   First Amendment to Plan of Exchange, dated September 29, 2005,
                  filed
                  as an Exhibit  to our Form 8-K, as filed with the Commission on
                  September 30, 200510.3   Letter
                  Agreement dated April 1, 2006, filed as an Exhibit to our Form
                  8-K, as
                  filed with the Commission on April 18, 2006.10.4   Letter
                  from Traci J. Anderson dated February 2, 2007, filed as an Exhibit
                  to our
                  Form 8-K, as filed with the Commission on February 5,
                  2007.14.1   Code
                  of Ethics, as filed with the Commission on June 21,
                  200731.1Rule
                  13a-14(a)/15d-14(a) Certifications of Chief Executive
                  Officer *31.2Rule
                  13a-14(a)/15d-14(a) Certifications of Chief Financial
                  Officer *32.1Section
                  1350
                  Certifications of Chief Executive
                  Officer *32.2Section
                  1350
                  Certifications of Chief Financial
                  Officer *
 
 *
        Filed
        herewith.
 
 (b)
        Reports on Form
        8-K.
 
 1.
              On
                  February 2, 2007, our Board of Directors approved to dismiss Traci
                  J.
                  Anderson, CPA as its independent auditor, and engage Lake & Associates
                  CPA’s LLC as our independent auditor to audit our financial statements
                  for
                  the year ended December 31, 2006 and to review our three quarterly
                  reports
                  in 2007. The decision to make the change was approved by our Board
                  of
                  Directors.
 
 2.
              On
                  March 13, 2007, we filed an amendment to Form 8-K, dated October
                  12, 2005,
                  regarding the correction of the financial
                  statements
 
 3.
              On
                  June 20, 2007, we filed an amendment to Form 8-K, dated October
                  12, 2005,
                  regarding the full disclosure about the reverse merger with Kai
                  Da and the
                  revised financial statements
 
 4.
              On
                  August 24, 2007, we filed a current report on Form 8-K to announce
                  a
                  cooperation agreement signed by Shaanxi Tourism Press and Shanxi
                  Qin Afang
                  Palace Tourism Development, Inc., the owner of E Pang Gong theme
                  park.
 
 ITEM
        14. PRINCIPAL ACCOUNTANT FEES
        AND SERVICES
  The
        following table represents the aggregate fees billed for professional audit
        services rendered to the independent auditor, Lake & Associates (“Lake”) for
        our audit of the annual financial statements for the years ended December
        31,
        2007 and 2006, respectively. Audit fees and other fees of auditors are listed
        as
        follows:
 
 Year
                  Ended December 31
              2007
              2006Lake
              LakeAudit
                  Fees (1)
              $37,000
              $28,000Audit-Related
                  Fees (2)
              --
              --Tax
                  Fees (3)
              --
              --All
                  Other Fees (4)
              --
              --Total
                  Accounting Fees and Services
              $37,000
              $28,000
 
 (1)
              Audit
                  Fees . These
                  are fees for professional services for our audit of the annual
                  financial
                  statements, and for the review of the financial statements included
                  in our
                  filings on Form 10-QSB, and for services that are normally provided
                  in
                  connection with statutory and regulatory filings or
                  engagements.
  (2)
              Audit-Related
                  Fees . These are fees for the assurance and related services
                  reasonably related to the performance of the audit or the review
                  of our
                  financial statements.
  (3)
              Tax
                  Fees . These
                  are fees for professional services with respect to tax compliance,
                  tax
                  advice, and tax planning.
  (4)
              All
                  Other Fees .
                  These are fees for permissible work that does not fall within any
                  of the
                  other fee categories, i.e., Audit Fees, Audit-Related Fees, or
                  Tax
                  Fees.
 
 Pre-approved
        Policy for
        Audit and Non-Audit Services
 
 We
        not
        have a standing audit committee and the full board of directors performs
        all
        functions of an audit committee, including the pre-approval of all audit
        and
        non-audit services prior to the Company engaging an accountant. All of the
        services rendered for us by the auditors were pre-approved by our board of
        directors.
 
 21
  SIGNATURES
 
 In
        accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
        we
        caused this Annual Report and any subsequent amendments thereto to be signed
        on
        its behalf by the undersigned, there unto duly authorized.
 
 
 China
                  International Tourism
                  Holdings Ltd. (Registrant)Date: April
                  14, 2008
              By:
              /s/ Lei,
                  MingLei,
                  Ming
                President
                  and Chief Executive Officer
 
 Pursuant
        to the requirements of the Securities Act of 1934, this Annual Report has
        been
        signed below by the following persons in their respective capacities with
        us and
        on the dates indicated.
 
 SIGNATURE
              TITLE
              DATE/s/
                  Lei,
                  Ming
              President,
                  Director
              April
                  14, 2008Lei,
                  Ming/s/
                  Wang,
                  Xiaojun
              Chief
                  Financial Officer, Director
              April
                  14, 2008Wang,
                  Xiaojun